Common use of Tax Claims Clause in Contracts

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05During the Indemnification Period, the Buyer shall promptly notify the Sellers’ Representative in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any proposed assessment against or demand or claim on any Buyer Indemnitee (including, after the Closing, the Company or any Company Subsidiary) which, if determined adversely to the taxpayer or after the lapse of time, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 11.3 (a “Tax Claim”); provided, however, that the Buyer’s failure to give notice of a Tax Claim to the Sellers’ Representative within a sufficient period of time and in reasonably sufficient detail to allow the Sellers to effectively contest such Tax Claim shall affect the Liability of the Sellers to any legal proceeding, audit or inquiry from Buyer Indemnitee only to the extent that the Sellers’ position is materially prejudiced as a Governmental Body result thereof. The Sellers shall control all proceedings with respect to any Tax Claim relating solely to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX Company Subsidiary for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax ClaimDate; provided, however, that (a) the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller Buyer and counsel of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller own choosing shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests participate fully in all aspects of the Company prosecution, defense and its Subsidiaries in settlement of such Tax Claim; provided, Seller and (b) the Sellers shall not settle any such claim Tax Claim without the prior written consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). To The Sellers, on the extent Seller chooses not one hand, and the Buyer, on the other hand, shall jointly control all proceedings taken in connection with any Tax Claim relating solely to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests Taxes of the Company or any Company Subsidiary for a Straddle Period, and its Subsidiaries in neither party shall settle any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the prior written consent of Seller the other party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding the foregoing, The Buyer shall have the right control all other proceedings with respect to represent the interest Taxes of the Company and its Subsidiaries with respect to or any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Company Subsidiary.

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS or any other taxing authority, which, if notice successful, would result in a loss or liability in respect of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller indemnity properly may be liable sought against the Seller pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a collectively, an “Indemnity Tax ClaimMatter”), Buyer then the following shall apply: 7.2.1 After the Company receives actual notice of such claim or alleged deficiency, the Purchaser shall, or the Purchaser shall cause the Company to, promptly notify the Seller in writing of such Tax Claim; provided, however, that the failure to give claim or alleged deficiency. 7.2.2 The Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that before the relevant Governmental Authority with respect to any Indemnity Tax Matter and shall have the right to control the defense, compromise or other resolution of any such Indemnity Tax Claim Buyer 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 Matter and to employ counsel, at the Purchaser’s own expense, separate from counsel employed by the Seller, and the Seller shall keep the Purchaser informed with respect to the commencement, status and nature of any 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 Seller shall not settle such claim or compromise any Indemnity Tax Matter without the prior written consent of Seller (the Purchaser, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). Notwithstanding , unless such settlement or compromise would have no net adverse Tax impact upon the foregoingCompany or the Purchaser, Buyer which shall have be determined taking into account any indemnification payment actually made by the right Seller to represent the interest Company and/or the Purchaser pursuant to the provisions hereof coincident with any such settlement or compromise, in which case the consent of the Company and its Subsidiaries Purchaser shall not be required with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned settlement or delayed)compromise.

Tax Claims. Notwithstanding Section 9.05If, subsequent to the Closing, any of Parent, the Company, or the Stockholders’ Agent receives notice of a claim by any Governmental Entity that, if notice of any legal proceedingsuccessful, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date might result in an indemnity payment hereunder (a “Tax Claim”), Buyer then within 15 days after receipt of such notice, Parent, the Company or the Stockholders’ Agent, as the case may be, shall give written notice of such Tax Claim to the other parties. The Stockholders’ Agent shall have the right to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes of the Company for a Post-Closing Tax Period, then the Stockholders’ Agent and Parent shall jointly control the conduct and resolution of such Tax Claim (or portion thereof). The Stockholders’ Agent and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If the Stockholders’ Agent elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Stockholders’ Agent shall notify Seller Parent in writing and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the failure to give Seller notice in detail reasonably sufficient to apprise Seller Stockholders’ Agent informed of the nature of the Tax Claim, all developments on a timely basis and Parent shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of resolve such Tax Claim in a manner that Seller shall would reasonably be liable for any Loss resulting from such Tax Claim subject expected to have an adverse impact on the limitations set forth in Indemnitors’ indemnification obligations under this Article IX, Seller shall (subject to Section 9.05(c) have Agreement without the right to represent the interests written consent of the Company and its Subsidiaries in such Tax Claim; providedStockholders’ Agent, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not Each party shall bear its own costs incurred in participating in any proceeding relating to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05, if From and after the Closing: (a) If Parent or any of its Affiliates receive notice of any legal proceeding, audit or inquiry from a Governmental Body claim with respect to Taxes of the Company Reliant or any current or former member of its Subsidiaries Reliant (other than Covered Taxes shall be received Alkermes) made by Buyer for which Seller may be liable pursuant to Article IX any Governmental Entity (a "Tax Claim") for a taxable period ending on Pre-Closing Tax Period or before the Closing Date (a “Tax Claim”)Straddle Period, Buyer Parent shall notify Seller promptly, and in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within any event no more than thirty (30) days following the receipt of receiving such Tax Claim, give written notice from Buyer of such Tax Claim that Seller shall be liable for to a Person designated by the Reliant Member Representatives. Notwithstanding anything to the contrary in this Section 5.21, neither Reliant nor any Loss resulting from such predecessor entity may settle any Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests written consent of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable Parent (which consent shall not be unreasonably withheld) if such settlement would have an adverse effect on Parent or any of its Affiliates. (b) With respect to any Tax Claim relating to a Pre-Closing Tax Period, conditioned or delayed). To the extent Seller chooses not Reliant Member Representatives shall, upon written notification to exercise its rights pursuant to Parent of their desire to, control all proceedings and make all decisions in connection with any such Tax Claim (including selection of counsel) at the previous sentence, Buyer shall have the right to represent the interests expense of the Company members of Reliant. The Reliant Member Representatives and its Subsidiaries Parent shall jointly control all proceedings taken in connection with any Tax Claim; provided, that Claim relating solely to a Straddle Period. Parent shall control at its own expense all proceedings with respect to such any Tax Claim Buyer relating to a Post-Closing Tax Period. Each Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim relating to a Pre-Closing Tax Period or Straddle Period which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding. Notwithstanding anything to the contrary in this Section 5.21, Parent may not settle such claim any Tax Claim without the written consent of Seller the Reliant Member Representatives (which consent shall not be unreasonably withheld) if such settlement would have an adverse effect on the members of Reliant. (c) Reliant, conditioned or delayed)Parent and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim. Notwithstanding Such cooperation shall include the foregoingretention and, Buyer shall have upon the right to represent the interest request of the Company Party or Parties controlling proceedings relating to such Tax Claim, the provision to such Party or Parties of necessary powers of attorney and its Subsidiaries with respect 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 matter set forth on the Taxes Schedule; material provided that with respect hereunder or to any testify at proceedings relating to such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax Claim.

Tax Claims. Notwithstanding Section 9.05During the Indemnification Period, the Buyer shall promptly notify the Sellers’ Representative in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any proposed assessment against or demand or claim on any Buyer Indemnitee (including, after the Closing, the Company) which, if determined adversely to the taxpayer or after the lapse of time, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 11.3 (a “Tax Claim”); provided, however, that the Buyer’s failure to deliver notice of a Tax Claim to the Sellers’ Representative within a sufficient period of time and in reasonably sufficient detail to allow the Sellers to effectively contest such Tax Claim shall affect the Liability of the Sellers to any legal proceeding, audit or inquiry from Buyer Indemnitee only to the extent that the Sellers’ position is materially prejudiced as a Governmental Body result thereof. The Sellers’ Representative shall control all proceedings with respect to any Tax Claim relating solely to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax ClaimDate; provided, however, that (a) the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller Buyer and counsel of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller own choosing shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests participate fully in all aspects of the Company prosecution, defense and its Subsidiaries in settlement of such Tax Claim; provided, Seller and (b) none of the Sellers and the Sellers’ Representative shall not settle any such claim Tax Claim without the prior written consent of the Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). To The Sellers’ Representative and the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right jointly control all proceedings taken in connection with any Tax Claim relating solely to represent the interests Taxes of the Company for a Straddle Period, and its Subsidiaries in neither party shall settle any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the prior written consent of Seller the other party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding the foregoing, The Buyer shall have the right control all other proceedings with respect to represent the interest Taxes of the Company and its Subsidiaries Company; provided that the Buyer shall reasonably consult with the Sellers’ Representative with respect to any matter set forth on Tax Claims relating solely to Taxes of the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without Company for a taxable period beginning after the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Closing Date.

Tax Claims. Notwithstanding Section 9.05If, if notice of any legal proceedingsubsequent to the Closing, audit or inquiry from a Governmental Body with respect to Taxes of Parent, the Company or any of its Subsidiaries other than Covered Taxes shall be received receives notice of a claim by Buyer for which any Taxing authority that, if successful, could result in an indemnity payment by Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date under this Agreement (a “Tax Claim”), Buyer then within thirty (30) days after receipt of such notice, Parent shall give written notice of such Tax Claim to Seller. If, subsequent to the Closing, Seller receives notice of a Tax Claim that, if successful, could result in an indemnity payment by Seller under this Agreement, then within thirty (30) days after receipt of such notice, Seller shall give written notice of such Tax Claim to Parent. Seller shall have the right, at its own expense, to control the conduct and resolution of any such Tax Claim; provided, however, that Seller shall keep Parent informed of all developments on a timely basis and shall not settle such Tax Claim without Parent’s approval, which approval shall not be unreasonably withheld, if the settlement of such Tax Claim would, in Parent’s reasonable opinion, have more than an insignificant adverse effect on Parent’s, the Company’s or any of the Company’s Subsidiaries’ liability for Taxes in any period after the Closing. If Seller elects not to control the conduct and resolution of any such Tax Claim, Seller shall notify Seller Parent in writing writing, and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that if Parent exercises its right to control the failure to give Seller notice in detail reasonably sufficient to apprise Seller conduct and resolution of the nature of the such Tax Claim, Parent shall not relieve keep Seller informed of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth all developments on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)a timely basis.

Tax Claims. Notwithstanding Section 9.05(a) If a claim shall be made by any taxing authority either (i) relating to any Pre-Closing Period or (ii) which, if successful, might result in an indemnity payment to the Buyer pursuant to Section 10.6 (including any Tax Claims described in Section 10.5(d)), then the Buyer shall give notice to the Sellers’ Representative in writing of such claim and of any legal proceeding, audit or inquiry from a Governmental Body with respect counterclaim the Indemnified Party proposes to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date assert (each a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, affect the indemnification provided hereunder except to the extent Seller is actually the Indemnifying Party has been materially prejudiced thereby. Seller will be entitled as a result of such failure. (b) With respect to participate any Tax Claim relating to any a Pre-Closing Period, Sellers’ Representative shall, solely at Sellers’ cost and expense, control all proceedings and may make all decisions taken in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of connection with such Tax Claim that Seller shall be liable (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for any Loss resulting from a refund where applicable law permits such refund suits or contest the Tax Claim subject to in any permissible manner. Notwithstanding the limitations set forth in this Article IXforegoing, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller Sellers’ Representative shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise , and Buyer, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent the interests participate fully, at its sole cost and expense, in all aspects of the Company and 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 Corporation or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date. (c) Sellers’ Representative and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim; providedClaim relating to Taxes of the Corporation or any of its Subsidiaries for a Straddle Period, that with respect to and shall bear their own respective costs and expenses. Neither Sellers’ Representative nor Buyer shall settle any such Tax Claim Buyer shall not settle such claim without the prior written consent of Seller (the other, which consent shall not be unreasonably withheld, conditioned or delayed). (d) Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning after the Closing Date. Notwithstanding the foregoingSellers’ Representative, Buyer and counsel of its own choosing, shall have the right to represent the interest participate at its sole cost and expense in all aspects of the Company prosecution or defense of such Tax Claim if Sellers’ Representative reasonably determines that such Tax Claim could result in Sellers having an obligation to indemnify Buyer for all or a portion of such Tax Claim pursuant to Section 10.4, and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle any such matter Tax Claim without the prior written consent of Seller (Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05(i) The Buyer and the Company, if on the one hand, and the Sellers’ Representative, on behalf of the Seller and the Owners, on the other hand, promptly must notify each other in writing upon receipt by such Party of written notice of any legal proceeding, audit or inquiry from a Governmental Body Claim with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant relating to Article IX for a Pre-Closing Taxable Period (a “Pre-Closing Tax Proceeding”). (ii) With respect to a Pre-Closing Tax Proceeding that relates solely to a taxable period ending on or before prior to the Closing Date for which the Seller and the Owners have an indemnity obligation under this Agreement, the Sellers’ Representative will have fifteen (a “Tax Claim”), Buyer shall notify Seller in writing 15) days after receipt of written notice of such Pre-Closing Tax ClaimProceeding (either from the Buyer or directly from the relevant Governmental Authority) to elect (by written notice to the Buyer) to have responsibility for directing the defense of such Pre-Closing Tax Proceeding. If the Sellers’ Representative exercises her option to direct the defense of any such Pre-Closing Tax Proceeding, then the Buyer and the Company reasonably will cooperate therewith (which cooperation will include, among other things, providing any necessary powers of attorney); provided, however, that if the failure Sellers’ Representative chooses to give exercise such option then with respect to such claim, then: (A) the Seller notice and the Owners will pay all of their own fees, costs, and other expenses incurred in detail reasonably sufficient to apprise conducting such defense of such claim; (B) the Seller and the Buyer and each of their representatives will cooperate in good faith in resolving such Pre- {N0289150 } Closing Tax Proceeding; (C) the nature Buyer may participate in the conduct of the such Pre-Closing Tax Claim, shall not relieve Seller Proceeding with counsel of its obligations under Article IXchoice at its own expense, except and the Sellers’ Representative will keep the Buyer reasonably informed regarding the progress of such Pre-Closing Tax Proceeding; and (D) the Sellers’ Representative will not consent to the extent Seller is actually prejudiced therebyentry of any judgment or enter into any compromise or settlement of such Pre-Closing Tax Proceeding without the Buyer’s prior, written consent (which consent will not be unreasonably conditioned, delayed, or withheld). Seller If the Sellers’ Representative does not exercise her option within fifteen (15) days after receipt of written notice of any Pre-Closing Tax Proceeding for which the Sellers’ Representative was entitled to exercise her option, then the Buyer will be entitled to direct the defense of such Pre-Closing Tax Proceeding; provided, however, (x) the Buyer will cooperate with the Sellers’ Representative on behalf of the Seller and the Owners in good faith in resolving such Pre-Closing Tax Proceeding; (y) the Sellers’ Representative may participate in the defense thereof conduct of the Pre-Closing Tax Proceeding with counsel of its choice at its own expense; and if Seller acknowledges in writing within thirty (30z) days of receiving notice from the Buyer will keep the Sellers’ Representative reasonably informed regarding the progress of such Pre-Closing Tax Claim that Seller Proceeding. (iii) The provisions of this Section 7.5(g), rather than those of Section 8.5(a), shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect apply to any matter set forth on the Taxes Schedule; provided that with respect Claim relating to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Taxes.

Tax Claims. Notwithstanding Section 9.05(a) If a claim for Taxes, including notice of a pending or threatened audit by any taxing authority, shall be made in writing against any Specified Entity or the Buyer, which, if notice of any legal proceedingsuccessful, audit or inquiry from a Governmental Body with respect to would result in an indemnity payment for Seller Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a “Tax Claim”” ), the Buyer shall notify the Seller in writing of such the Tax ClaimClaim within 30 days following the Buyer’s or a Specified Entity’s receipt of the written claim for Taxes; provided, however, that the any failure to give notify the Seller shall not impact the Seller’s indemnification obligation pursuant to this Agreement unless the Seller is actually and materially prejudiced by such failure. Such notice in detail reasonably sufficient to apprise Seller of shall state the nature and basis of the Tax ClaimClaim and the amount thereof, shall not relieve Seller of its obligations under Article IX, except each to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in known by the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable Specified Entity. (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent b) The Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in Specified Entities with respect to any Tax ClaimClaim solely in respect of Seller Taxes that would not impact the liability for Taxes of the Buyer or any Specified Entity for a taxable period or portion thereof beginning after the Closing Date; provided, however, that the Buyer shall have the right to employ counsel of its choice at its expense in connection with any such Tax Claim and to participate in any related audit or proceeding and the Seller shall not enter into any settlement or compromise or consent to the entry of any judgment with respect to such Tax Claim Buyer shall not settle such claim without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Buyer shall have the sole right to represent the interests of the Specified Entities with respect to any Tax Claim other than Tax Claims described in Section 6.3(b).

Tax Claims. Notwithstanding Section 9.05(a) If any Tax Claim or Unclaimed Property Claim shall be initiated, which, if successful, might result in an indemnity payment under Article IX, the Indemnified Parties shall notify the Indemnifying Parties within fifteen (15) days of receipt of notice of any legal proceeding, audit such a Tax Claim or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Unclaimed Property Claim; providedprovided that, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve affect the indemnification provided hereunder except to the extent the Indemnifying Parties have been actually prejudiced (to a non-de minimis extent) by such failure or 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 or any portion thereof relating solely to a Pre-Closing Tax Period, Seller shall have the right to control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of its counsel). Seller shall keep Buyer reasonably informed of material developments relating to any such Tax Claim it controls and shall not settle any such Tax Claim without the prior written consent of Buyer if such settlement would reasonably be expected to have a non-de minimis adverse effect (taking into account Seller’s indemnification obligations under Article IX, except to ) on the extent Buyer or any of the Group Companies following the Closing. Buyer shall control any Tax Claim that Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges to, but does not elect in writing within thirty (30) days following receipt of receiving notice from Buyer of such Tax Claim that to, control pursuant to this Section 6.05(b), and Buyer shall keep Seller shall be liable for any Loss resulting from reasonably informed of material developments relating to such Tax Claim subject Claim. Buyer shall control, at its own expense but without limitation of Seller’s obligations pursuant to the limitations set forth in this Article IX, Seller shall (subject all proceedings with respect to any Tax Claim against the Group Companies that is not described in the first sentence of this Section 9.05(c) have 6.05(b). Notwithstanding anything to the right to represent the interests of the Company and its Subsidiaries contrary in such Tax Claim; providedthis Section 6.05(b), Seller Buyer shall not settle such claim or compromise any Tax Claim which would reasonably be expected to result in an indemnity payment under Article IX without the consent of Buyer or the CompanySeller’s prior written consent, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant . (c) Notwithstanding anything to the previous sentencecontrary in this Section 6.05, the obligations set forth in Section 6.05(a) shall not apply to any Tax Claim involving the Taxes or Tax Returns of any of the Retained Companies, which Seller shall control in its sole discretion. (d) Seller shall control any Unclaimed Property Claim (including, if applicable, the Unclaimed Property Audit) which includes any of the Retained Companies, and Buyer shall control all other Unclaimed Property Claims. In the event that Buyer controls the Unclaimed Property Audit, and intends to submit a claim for indemnification under Article IX in connection therewith, Buyer shall have or shall cause its Affiliates (including the right Group Companies) to engage Xxxx Xxxxx LLP and BDO USA LLP to represent the interests applicable Group Companies. With respect to any Unclaimed Property Claims that it controls, the controlling Party shall (i) bear all expenses (without limiting Seller’s indemnification obligations pursuant to Article IX), (ii) keep the non-controlling Party reasonably informed of material developments with respect to such Unclaimed Property Claims and (iii) not settle any such Unclaimed Property Claim without the prior written consent of the Company and its Subsidiaries in any Tax Claimnon-controlling Party (not to be unreasonably withheld, conditioned, or delayed); provided, that with respect in cases where Buyer controls any Unclaimed Property Claim, Buyer’s obligations pursuant to this sentence shall only apply to such Tax Claim Unclaimed Property Claims for which Seller is required to indemnify Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right pursuant to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Article IX.

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS or any other Taxing Authority, which, if notice successful, would result in a loss or liability in respect of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller indemnity properly may be liable sought against the Sellers, jointly and severally, pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a collectively, an “Indemnity Tax ClaimMatter”), then the following shall apply: (a) After the Company receive actual notice of such claim or alleged deficiency, the Buyer shall, or the Buyer shall cause the Company to, promptly (but in any event within three (3) Business Days) notify Seller the Sellers in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty claim or alleged deficiency. (30b) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer The Sellers shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that before the relevant Governmental Authority with respect to any Indemnity Tax Matter and shall have the right to control the defense, compromise or other resolution of any such Indemnity Tax Claim 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 Buyer shall have the right (but not the duty) to participate in the defense of such Indemnity Tax Matter and to employ counsel, at the Buyer’s own expense, separate from counsel employed by the Sellers, and the Sellers shall keep the Buyer informed with respect to the commencement, status and nature of any such Indemnity Tax Matter and will, in good faith, allow the Buyer to consult with it regarding the conduct of or positions taken in any such Action. (c) Notwithstanding the provisions of Section 10.2(b), the Sellers shall not settle such claim or compromise any Indemnity Tax Matter without the prior written consent of Seller (the Buyer, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). Notwithstanding , unless such settlement or compromise would have no net adverse Tax impact upon the foregoingCompany or the Buyer, which shall be determined taking into account any indemnification payment actually made by the Sellers to the Company and/or the Buyer pursuant to the provisions hereof coincident with any such settlement or compromise, in which case the consent of the Buyer shall have the right to represent the interest of the Company and its Subsidiaries not be required with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned settlement or delayed)compromise.

Tax Claims. Notwithstanding Section 9.05(a) Should Buyer or Target receive any notice of a proposed assessment or claim in an audit or administrative or judicial proceeding (including the issuance of a "30-Day Letter," a "90-Day Letter" and a notice of audit) involving Indemnitor which, if notice of any legal proceedingdetermined adversely to the taxpayer, audit or inquiry from a Governmental Body would be grounds for indemnification under Section 9.2 with respect to Taxes (a "Tax Claim"), Buyer or Target shall notify Indemnitor promptly in writing; provided, however, that a failure to give such notice will not affect Buyer or Target's right to indemnification hereunder that unless Indemnitor establishes (and then only to the extent) that such failure diminished the ability of Indemnitor to avoid the Tax liability in question. In addition, Buyer or Target shall request the longest available extension of the Company time to contest, if there are fewer than 30 days to contest. (b) In the case of an audit or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant administrative or judicial proceeding that relates to Article IX for a taxable period periods ending on or before the Closing Date (a “Tax Claim”)Date, Buyer shall notify Seller in writing Indemnitor may, at its election and expense, control the conduct of such Tax Claimaudit or proceeding, and Buyer or Target, as appropriate, shall provide Indemnitor reasonably requested documentation to facilitate Indemnitor in controlling and conducting such audit or proceeding; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller Indemnitor shall not settle any such claim audit or proceeding without the advance written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld. Buyer or Target also may participate in any such audit or proceeding and, conditioned if Indemnitor does not assume the defense of any such audit or delayed). To proceeding, Buyer or Target may defend the extent Seller chooses same in such manner as it may deem appropriate, including, 39 44 but not limited to, settling such audit or proceeding after giving five days' prior written notice to exercise its rights Indemnitor setting forth the terms and conditions of settlement. (c) Neither Buyer or Target nor Indemnitor shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the previous sentence, Buyer shall have other party for such period without the right to represent the interests written consent of the Company and its Subsidiaries in any Tax Claim; providedother party, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall may not be unreasonably withheld, conditioned . Buyer or delayed). Notwithstanding Target and Indemnitor shall cooperate in the foregoing, Buyer shall have the right to represent the interest defense against or compromise of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to claim in any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned audit or delayed)proceeding.

Tax Claims. Notwithstanding Section 9.0511.1. If the Buyer or the Company shall become aware of any Tax Claim which is likely to give rise to a liability of the Seller under this Tax Covenant the Buyer shall (or shall procure that the Company shall) as soon as reasonably practicable give notice of that Tax Claim to the Seller but so that such notice shall not be a condition precedent to the liability of the Seller under this Tax Covenant. Such notice shall include the details of the Tax Claim if and insofar as they are known to the Buyer (including, if reasonable for the Buyer to do so, an estimate of the Seller’s liability under this Tax Covenant. 11.2. If the Seller shall indemnify and secure the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, damages and expenses (including any additional Tax Liability, costs and interest on overdue Tax) which may be incurred in complying with this paragraph 11.2, the Buyer shall (and shall procure that the Company shall), in each case subject to the provisions of paragraph 11.4 in accordance with any reasonable instructions of the Seller promptly given by notice to the Buyer (but subject to paragraph 11.3) seek to avoid, dispute, resist, appeal, compromise or defend that Tax Claim (called “the Dispute”): 11.3. If:- 11.3.1. The Seller does not request the Buyer or the Company to take any action under paragraph 11.2 or the Seller fails to indemnify and secure the Buyer and the Company to the Buyer’s reasonable satisfaction in each case within 15 Business Days commencing with the date on which the notice is deemed received in accordance with paragraph 11 by the Seller; or 11.3.2. the Seller (or the Company before Completion) has been involved or alleged by a Tax Authority to have been involved in fraudulent conduct or wilful default in respect of the Tax Liability which is the subject matter of the Dispute; the Buyer or the Company shall have the conduct of the Dispute absolutely (without prejudice to its rights under this Tax Covenant) and shall be free to pay or settle the Tax Claim on such terms as the Buyer or the Company may in their absolute discretion consider fit. 11.4. Neither the Buyer nor the Company shall be obliged to comply with any request of the Seller under paragraph 11.2 which involves contesting any assessment to or demand for Tax before any court or appellant body (or contesting any determination in respect of such assessment or demand by any subordinate tribunal, court or other appellate body) unless tax counsel of at least seven years standing instructed by agreement between the Buyer and the Seller at the expense of the Seller has confirmed, having received all relevant documentation and having regard to all circumstances that any such appeal or contest is, on the balance of probabilities, likely to succeed. 11.5. The Buyer shall and shall procure that the Company shall:- 11.5.1. keep the Seller fully and promptly informed of any legal proceedingmaterial matters relating to any Dispute, audit negotiations or inquiry from proceedings conducted under paragraph 11.2 above and will provide the Seller with copies of all material correspondence and details of all other communications pertaining to such dispute, negotiations or proceedings; 11.5.2. (save where the provisions of paragraph 11.3 apply) not knowingly make any admission of liability or any settlement or compromise of the Dispute without the prior approval of the Seller such approval not to be unreasonably withheld or delayed. 11.6. The Buyer and the Company shall not in any event be obliged to comply with any instruction of the Seller to make a Governmental Body with respect settlement or compromise of a Tax Claim which is the subject of a dispute or agree any matter in the conduct of that dispute which is likely materially to Taxes increase the amount of that Tax Claim or to increase the future liability of the Company or any the Buyer in respect of its Subsidiaries other than Covered Taxes shall be received by Tax. 11.7. For the avoidance of doubt the Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To obliged to take any action which would have a material adverse effect on the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests business of the Company and its Subsidiaries in Buyer or any member of the Buyer’s Group (as enlarged by the acquisition of the Company) or the tax treatment of the Buyer or any member of the Buyer Group (as so enlarged). 11.8. The provisions of this paragraph 11 shall apply (with the necessary changes) to any Tax Claim; provided, that with respect Claim which is likely to such give rise to a claim under the Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Warranties.

Tax Claims. Notwithstanding Section 9.05In the event that any of the Sellers, if notice Buyer, any Company, or any of their respective Affiliates, receives any legal proceedingwritten communication regarding any pending or threatened action, audit investigation, examination, audit, claim, adjustment or inquiry from a Governmental Body other proceeding with respect to the Liability for Taxes of the any Company or for any of its Subsidiaries other than Covered Taxes shall be received by Buyer Pre-Closing Tax Period that could give rise to a claim for which Seller may be liable pursuant to indemnification under Article IX for a taxable period ending on or before the Closing Date VI (each, a “Tax Claim”), Buyer shall notify Seller in writing then the Party first receiving notice of such Tax ClaimClaim will, within ten (10) Business Days, notify the other Party in writing thereof; provided, however, that the failure of such Party to give Seller such prompt written notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller the other Party of any of its obligations under Article IXthis Agreement, except to the extent Seller is actually prejudiced thereby. Seller will be entitled such delay materially prejudices the other Party. (i) Sellers Representative may elect, upon written notice to participate in the defense thereof and if Seller acknowledges in writing Buyer within thirty (30) days of receiving receipt of the notice from of the Tax Claim, to direct, through counsel of its own choosing and at the applicable Sellers’ expense, any Tax Claim that relates solely to a Seller Prepared Return (a “Seller Tax Claim”), provided that (A) Sellers Representative shall keep Buyer reasonably informed of the progress of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IXClaim, Seller shall (subject to Section 9.05(cB) have the right to represent the interests of the Company Buyer, at its sole cost and its Subsidiaries in such Tax Claim; providedexpense, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries participate in any Tax Claim; provided, that with respect to such Tax Claim Buyer and (C) Sellers Representative shall not settle or abandon any such claim Tax Claim without the prior written consent of Seller Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (ii) Any Tax Claim other than a Seller Tax Claim (including any Tax Claim that Sellers Representative does not elect to control pursuant to Section 5.11(e)(i)) shall be controlled by Buyer, provided that (A) Buyer shall keep Sellers Representative reasonably informed of the progress of such Tax Claim, (B) Buyer shall allow Sellers Representative and its counsel to participate at the applicable Sellers’ sole expense in any portion of such Tax Claim that involves a Tax for which such Sellers may be reasonably be expected to liable under this Agreement, and (C) Buyer shall not settle or abandon any portion of such Tax Claim that involves a Tax for which such Sellers may reasonably be expected to be liable without the prior written consent of Sellers Representative (not to be unreasonably withheld, conditioned or delayed). (iii) Sellers Representative and Buyer shall have the right to control any Tax Claim relating to a Straddle Period. Neither Sellers Representative nor Buyer shall settle any such Tax Dispute without the prior written consent of the other Party. (iv) Notwithstanding anything to the contrary, in connection with any audit, examination or other proceeding for a Pre-Closing Tax Period with respect to any Taxes or Tax Returns of any Company that was treated as a partnership for U.S. federal income tax purposes, the Parties agree that such Company shall make, or shall cause the “partnership representative” within the meaning of Section 6223 of the Code to make, an election under Section 6226 of the Code (or any similar or comparable provision of state, local or non-U.S. Law) for any “imputed underpayment” as defined in Section 6225 of the Code (or any comparable provision of state, local or non-U.S. Law).

Tax Claims. Notwithstanding Section 9.05(i) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to an indemnified party, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 5.3 (a "Tax Claim"), then such indemnified party shall promptly give notice to the indemnifying party in writing of such claim and of any legal proceedingcounterclaim the indemnified party proposes to assert, audit provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been actually prejudiced as a result of such failure. (ii) With respect to any Tax Claim relating to a Pre-Closing Tax Period, Seller 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 inquiry from a Governmental Body forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto and settle or compromise 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 Seller shall provide Buyer with a timely and reasonably detailed account of each stage of the proceedings related to such Tax Claim, and provided further that Seller shall not settle, compromise or abandon any such Tax Claim in a manner that would adversely affect Buyer or its Affiliates after the Closing Date without obtaining the prior written consent of Peabody and Buyer, which consent shall not be unreasonably withheld, conditioned or delayed and Peabody and Buyer, and counsel of their choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim. (iii) 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 the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on Straddle Period. None of Seller, Peabody or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; providedsettle, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of compromise or abandon any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedother, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, . (iv) Peabody and Buyer shall have control all proceedings with respect to any Tax Claim relating to a Tax Period ending after the Closing Date, and shall (a) defend against such Tax Claim diligently and in good faith, (b) provide the Seller with a timely and reasonably detailed account of each stage of the proceedings related to such Tax Claim, (c) provide Seller with the right to represent reasonably participate in the interests defense of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall at its expense, and (d) not settle settle, compromise or abandon any such claim Tax Claim that would adversely affect Seller or any of its Affiliates without obtaining the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing. (v) Peabody, Buyer shall have the right to represent the interest of Buyer, the Company and each of its Subsidiaries with respect to any matter set forth Subsidiaries, and each of their respective Affiliates on the Taxes Schedule; provided that with respect to any such matter one hand, and Seller and its respective Affiliates on the other hand, shall (and Peabody and Buyer shall not settle cause each Company to) reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such matter without the consent Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of Seller (which consent shall not be unreasonably withheld, conditioned any material provided hereunder or delayed)to testify at proceedings relating to such Tax Claim.

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to any Company by the IRS or any other taxing authority, which, if notice successful, would result in a loss or liability in respect of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller indemnity properly may be liable sought against the Shareholders, jointly and severally, pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a collectively, an “Indemnity Tax ClaimMatter”), Buyer then the following shall apply: 7.2.1 After the Companies receive actual notice of such claim or alleged deficiency, the Purchaser shall, or the Purchaser shall cause the Companies to, promptly notify Seller the Shareholders’ Representative in writing of such Tax Claim; provided, however, claim or alleged deficiency and shall at that time provide the failure to give Seller notice in detail reasonably sufficient to apprise Seller of Shareholders’ Representative with such material as Buyer has received from the nature of IRS or other applicable taxing authority showing the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to IRS’s or such taxing authority’s basis for asserting a claim for the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer indemnifiable amounts. 7.2.2 The Shareholders’ Representative shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that Companies before the relevant Governmental Authority with respect to any Indemnity Tax Matter and shall have the right to control the defense, compromise or other resolution of any such Indemnity Tax Claim Buyer 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 Matter and to employ counsel, at the Purchaser’s own expense, separate from counsel employed by the Shareholders’ Representative on behalf of the Shareholders, and the Shareholders’ Representative shall keep the Purchaser informed with respect to the commencement, status and nature of any 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 Shareholders’ Representative shall not settle such claim or compromise any Indemnity Tax Matter without the prior written consent of Seller (the Purchaser, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). Notwithstanding . 7.2.4 Any amounts that may be due in respect of tax indemnity claims pursuant to this Article VII shall be paid first from the foregoingEscrow Account and, Buyer shall have if that is not sufficient, then from the right to represent the interest Shareholders. 7.2.5 If Purchaser receives a refund of the Company and its Subsidiaries all or any part of any amount paid with respect to any matter set forth additional Liabilities attributable to Taxes of the Companies for the Pre‑Closing Tax Period (or if an amount which otherwise would have been a refund was used to offset another unrelated liability of Purchaser (an “Applied Amount”)), except to the extent such refund or Applied Amount was accrued as an asset on the Taxes Schedule; provided Closing Balance Sheet or has otherwise resulted in a positive adjustment to the Transaction Consideration, then Purchaser shall pay to the Shareholders’ Representative an amount equal to the sum of the amount of such refund (or such Applied Amount), plus any interest received on such refund (or that with respect would have been received if such Applied Amount had been refunded to Buyer) attributable to any such matter Buyer shall not settle such matter without taxes paid by the consent of Seller (which consent shall not be unreasonably withheld, conditioned Shareholders to or delayed)for Purchaser or the Companies.

Tax Claims. Notwithstanding Section 9.05, if (a) If a written notice of any legal deficiency, audit, examination, claim, litigation, or other administrative or court proceeding, audit suit, or inquiry from a Governmental Body dispute with respect to Excluded Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be is received by Buyer the Purchaser for which Seller may a claim for indemnification could be liable made pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a “Tax Claim”), Buyer the Purchaser shall notify give the Seller in writing prompt written notice of such Tax Claim; provided, however, that the . The failure to give Seller such prompt written notice in detail reasonably sufficient to apprise Seller shall not release, waive, or otherwise affect the obligations of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, with respect thereto except to the extent that the Seller is actually and materially prejudiced thereby. as a result of such failure. (b) The Seller will be entitled shall have the right, at its sole expense, to assume control of any Tax Claim related to a Pre-Closing Period, other than for a Tax Claim related to a Straddle Period; provided, that (i) the Purchaser shall have the right, at its sole expense, to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that along with counsel of its choice, (ii) the Seller shall be liable for keep the Purchaser reasonably informed and consult with the Purchaser with respect to any Loss resulting from such Tax Claim subject issue relating to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, (iii) the Seller shall provide the Purchaser copies of all correspondence, notices, and other written material received from any Governmental Authority with respect to such Tax Claim, (iv) the Seller shall provide the Purchaser with a copy of, and an opportunity to review and comment on, all material submissions made to a Governmental Authority in connection with such Tax Claim, and (v) the Seller shall not settle such claim agree to a settlement or compromise of a Tax Claim without first obtaining the prior written consent of Buyer or the Company, as applicable Purchaser (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). To ) if such settlement or compromise would reasonably be expected to increase an amount of Taxes payable by the extent Purchaser or the Purchaser’s Affiliates in a Post-Closing Period. (c) The Purchaser shall control any Tax Claims related to a Straddle Period; provided, that (i) the Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent participate, at its sole expense, in such Tax Claim along with counsel of their choice, (ii) the interests of Purchaser shall keep the Company Seller reasonably informed and its Subsidiaries in consult with the Seller with respect to any issue relating to such Tax Claim; provided, that (iii) the Purchaser shall provide the Seller copies of all correspondence, notices, and other written material received from any Governmental Authority with respect to such Tax Claim, (iv) the Purchaser shall provide the Seller with a copy of, and an opportunity to review and comment on, all material submissions made to a Governmental Authority in connection with such Tax Claim, and (v) neither the Purchaser nor the Purchaser’s Affiliates shall agree to a settlement or compromise of any such Tax Claim Buyer shall not settle such claim that would reasonably be expected to increase an amount that the Seller may indemnify the Purchaser for under this Agreement without first obtaining the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with With respect to any matter set forth on Post-Closing Period, other than a Straddle Period, neither the Taxes Schedule; provided Purchaser nor the Purchaser’s Affiliates shall agree to a settlement or compromise of any Tax claim that with respect would reasonably be expected to any such matter Buyer shall not settle such matter increase an amount that the Seller may indemnify the Purchaser for under this Agreement without first obtaining the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). (d) Notwithstanding anything in this Agreement to the contrary, this Section 6.05 shall control with respect to any Tax Claim, and neither the Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim related to any Tax Return filed by the Seller or any of its Affiliates on a consolidated, combined, unitary, or affiliated Tax group basis.

Tax Claims. Notwithstanding Section 9.05If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to this Agreement, then such indemnified party shall give notice to the indemnifying party in writing of such claim and of any legal proceeding, audit or inquiry from a Governmental Body with respect counterclaim the indemnified party proposes to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date assert (a “Tax Claim”); provided, Buyer however, the failure to give such notice shall notify Seller in writing not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure. (i) With respect to any Tax ClaimClaim relating to a Pre-Closing Tax Period, 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 xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the failure to give Seller notice must first consult, in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except good faith with Buyer before taking any action with respect to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer conduct of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to Claim. Notwithstanding the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; providedforegoing, Seller shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise and Buyer, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent participate fully in all aspects of the interests 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 in a Post-Closing Tax Period. (ii) Seller and its Subsidiaries Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim; providedClaim relating to Taxes of the Company for a Straddle Period, that with respect to 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. (iii) Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries control all proceedings with respect to any matter set forth Tax Claim relating to a taxable period or portion thereof beginning on or after the Taxes Schedule; provided that with respect Closing Date. Seller shall have no right to participate in the conduct of any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).proceeding. 34

Tax Claims. Notwithstanding Section 9.05If, if notice subsequent to the Closing, any of any legal proceedingAcquiror, audit or inquiry from a Governmental Body with respect to Taxes of the Company or the Securityholders’ Representative receives notice of a claim by any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Tax Authority that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), Buyer then within five (5) 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 to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period; provided, however, that the Securityholders’ Representative shall keep Acquiror informed of all developments on a timely basis and shall not resolve any such Tax Claim without Acquiror’s written consent, which shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Acquiror shall have the right to participate in the conduct and resolution of any such proceeding with counsel of its choice and at its sole cost and expense (on behalf of the Effective Time Holders). If the Securityholders’ Representative elects not to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period, the Securityholders’ Representative shall notify Seller 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 failure to give Seller notice in detail reasonably sufficient to apprise Seller Securityholders’ Representative informed of the nature of the Tax Claim, all developments on a timely basis and Acquiror shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of resolve such Tax Claim in a manner that Seller shall would reasonably be liable for any Loss resulting from such Tax Claim subject expected to have an adverse impact on the limitations set forth in Indemnifying Persons indemnification obligations under this Article IXAgreement without Securityholders’ Representative’s written consent, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To ; and provided, further, that the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer Securityholders’ Representative shall have the right to represent participate in the interests conduct and resolution of any such proceeding with counsel of its choice and at its sole cost and expense. Acquiror shall have the Company right to control the conduct and its Subsidiaries in resolution of any Tax ClaimClaim relating to a Straddle Period; provided, however, that with respect to Acquiror shall keep the Securityholders’ Representative informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim Buyer shall not settle such claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons indemnification obligations under this Agreement without the consent of Seller (Securityholders’ Representative’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The provisions of this Section 5.8 shall govern the audit of any Tax Return for, or any other matter related to (including a breach of representations and warranties related to Taxes). Notwithstanding , any Tax period ending on or prior to the foregoing, Buyer shall have the right to represent the interest of the Company Closing Date and its Subsidiaries with respect to for any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Straddle Period.

Tax Claims. Notwithstanding (i) With respect to any claim for indemnification for a breach of a representation or warranty contained in Section 9.053.12 or a covenant contained in Section 5.1(o) or under Section 8.2(a)(iii) (a “Tax Claim”) relating to a Pre-Closing Tax Period, if notice the Stockholder Representative shall, solely at the cost and expense of the holders of shares of Company Capital Stock, 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 forego any legal proceedingand all administrative appeals, audit or inquiry from a Governmental Body proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or contest the Tax Claim in any permissible manner; provided, however, that the Stockholder Representative must first consult, in good faith with Buyer before taking any action with respect to the conduct of such Tax Claim. Notwithstanding the foregoing, the Stockholder Representative shall not settle such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed 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 the Company or any of the Company Subsidiaries in a Tax period or portion thereof beginning after the Closing Date. (ii) Buyer shall control all proceedings taken in connection with any Tax Claim relating to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax ClaimStraddle Period; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyStockholder Representative, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05Purchaser shall promptly deliver written notice to Seller following any demand, if claim, assessment or notice of any legal proceedingcommencement of a claim, audit proposed adjustment, assessment, audit, examination or inquiry from a Governmental Body other administrative or court proceeding with respect to Taxes of the Company Transferred Subsidiaries or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may or its affiliates could reasonably be liable expected to have an indemnification obligation pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a “Tax Claim”), Buyer ) and shall notify Seller describe in writing of reasonable detail the facts constituting the basis for such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claimrelief sought, shall and the amount of the claimed losses, if any. Failure of Purchaser to give such notice will not relieve the Seller of from its indemnification obligations under Article IXhereunder, except to the extent that Seller is actually prejudiced thereby. All Tax Claims relating solely to a Pre-Closing Tax Period and any Tax Claims relating to any Taxes addressed in Section 1.02(d) or Section 9.01(d) shall be controlled by Seller will or an affiliate thereof (at their own expense); provided, that (i) Purchaser shall be entitled kept reasonably informed of all material developments and events relating to such Tax Claim and (ii) Purchaser, at its own expense, shall have the right to participate in (but not control) the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim (including participating in any discussions with the applicable Governmental Entity regarding such Tax Claims). All other Tax Claims shall be controlled by Purchaser or an affiliate thereof (at their own expense); provided, that (i) Seller shall be liable for any Loss resulting from kept reasonably informed of all material developments and events relating to such Tax Claim subject to the limitations set forth in this Article IXClaim, Seller (ii) Seller, at its own expense, shall (subject to Section 9.05(c) have the right to represent participate in (but not control) the interests defense of the Company and its Subsidiaries in such Tax Claim; provided, Seller Claim (including participating in any discussions with the applicable Governmental Entity regarding such Tax Claims) and (iii) such Tax Claim shall not settle such claim be settled or resolved without the consent of Buyer or the CompanySeller, as applicable (which consent shall not to be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not The parties shall act in good faith in responding to, defending against or otherwise dealing with Tax Claims. Section 1.02(d) and this Section 10.01(e) shall govern Tax Claims, and Section 9.03(a) (relating to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer Third Party Claims) shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)apply.

Tax Claims. Notwithstanding (a) Without regard to any other Section 9.05of this Agreement, if a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to a Buyer Indemnified Party (as defined in Section 9.2(b)) the Buyers shall give notice to the Sellers in writing of any legal proceedingsuch claim (a "Tax Claim"); provided, audit or inquiry from however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Sellers have been materially prejudiced as a Governmental Body with result of such failure. (b) With respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant Tax Claim relating to Article IX for a taxable period ending on or before prior to the Closing Date (a “Tax Claim”)Date, Buyer the Sellers shall notify Seller control all proceedings and may make all decisions taken in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of connection with such Tax Claim that Seller shall be liable and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for any Loss resulting from a refund where appxxxable law permits such refund suits or contest the Tax Claim subject to in any permissible manner. Notwithstanding the limitations set forth in this Article IXforegoing, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller Sellers shall not settle such claim any Tax Claim without the prior written consent of Buyer or the CompanyBuyers, as applicable (which consent shall not be unreasonably withheld, conditioned withheld or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in if such settlement would bind or set any Tax Claim; provided, that precedent with respect to such Tax Claim Buyer the Buyers, any Subsidiary or any of their respective Affiliates in a taxable period ending after the Closing Date. The Buyers shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries control all proceedings with respect to any matter set forth on Tax Claim relating to a taxable period ending after the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Closing Date.

Tax Claims. Notwithstanding (a) In accordance with Section 9.058.4(a), if the Buyer, the Company, and the Seller Representative shall promptly notify each other in writing upon receipt of any notice of any legal proceedingpending or threatened claim, audit or inquiry from a Governmental Body with respect to Taxes audit, notice of the Company deficiency, examination, assessment, or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date proceeding (collectively a “Tax Claim”), Buyer ) which may affect any Tax liability for which the other party is liable. (b) The Seller Representative shall notify have the right to (i) represent the interests of the Company in any Tax Claim relating solely to any Pre-Closing Tax Period for which the Holders will be solely liable and (ii) employ counsel of the Seller Representative’s choice in writing of such Tax Claimconnection therewith; provided, however, that the failure with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the any such Tax Claim, the Buyer shall not relieve Seller of have the right, directly or through its obligations under Article IXdesignated representatives, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate review in advance and comment upon all submissions made in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer course of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries otherwise participate in such Tax Claim; provided, and the Seller Representative shall not settle or otherwise dispose of any such claim Tax Claim without obtaining the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned delayed or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, conditioned. (c) The Buyer shall have the right to represent the interests control any Tax Claim in respect of (x) any Pre-Closing Tax Period of the Company not covered by Section 6.5(b) and its Subsidiaries in (y) any Tax ClaimStraddle Period; provided, however, that with respect to any such Tax Claim, the Seller Representative 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 none of the Buyer or any of its Affiliates shall not settle or otherwise dispose of any such claim Tax Claim without obtaining the prior written consent of the Seller (Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayed). Notwithstanding conditioned. (d) For the foregoingavoidance of doubt, Buyer control of Tax Claims shall have the right to represent the interest of the Company be governed by this Section 6.5 and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedSection 8.4(b).

Tax Claims. Notwithstanding Section 9.05, if (i) Buyer shall give prompt notice to Seller of the assertion of any legal proceedingclaim, audit or inquiry from a Governmental Body the commencement of any suit, action or proceeding with respect to Taxes the determination or calculation of any Tax of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Pre-Closing Date Tax Period (any such claim, a “Tax Claim”). (ii) Seller shall control (at Seller’s expense) any Tax Claim with respect to Seller’s Affiliated Group, and Buyer shall notify not participate in or control any such Tax Claim. Seller shall keep Buyer reasonably informed as to the status and resolution of such Tax Claim, and shall not agree to any settlement or compromise of such Tax Claim without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) to the extent such Tax Claim could reasonably be expected to affect any Tax Liability of Buyer or the Company after the Closing Date. (iii) Seller shall have the right (at Seller’s expense) to control the conduct of any Tax Claim not described in writing Section 7.2(d)(ii); provided, however, that with respect to any such Tax Claim (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, (ii) if the resolution of such Tax Claim would reasonably be expected to have an adverse effect on the Tax Liability of Buyer or any of its Affiliates (including the Company) for any taxable period beginning after the Closing Date, then Buyer shall be entitled to 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 elects not to control any such Tax Claim, then Buyer shall control such Tax Claim; provided, however, that the failure to give (A) Buyer shall keep Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except informed as to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer status of such Tax Claim that Seller and (B) Buyer shall be liable for any Loss resulting from not settle or otherwise compromise such Tax Claim subject to the limitations set forth in this Article IXwithout Seller’s written consent, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To . (iv) In the extent Seller chooses not to exercise its rights pursuant to event of any conflict between the previous sentence, Buyer shall have the right to represent the interests provisions of the Company this Section 7.2 and its Subsidiaries in any Tax Claim; provided, that Section 9.4 with respect to such Tax Claim Buyer Claims, the provisions of this Section 7.2(d) shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)control.

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to any Group Company by the IRS or any other taxing authority, which, if notice successful, would result in a loss or liability in respect of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller indemnity may be liable properly sought against the Sponsor or Sellers, severally, pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement (a collectively, an “Indemnity Tax ClaimMatter”), Buyer then the following shall apply: 7.2.1 After any Group Company 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 five (5) Business Days) notify Seller the Sellers’ Representative in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer alleged deficiency. 7.2.2 The Sellers’ Representative shall have the right to represent the interests of the applicable Group Company and its Subsidiaries in any Tax Claim; provided, that before the relevant Governmental Authority with respect to any Indemnity Tax Matter and shall have the right to control the defense, compromise or other resolution of any such Indemnity Tax Claim Buyer Matter, including responding to inquiries, filing or amending 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 Sellers’ Representative on behalf of the Sellers, and the Sellers’ Representative shall keep the Purchaser informed with respect to the commencement, status, and nature of any such Indemnity Tax Matter and will, in good faith, allow the Purchaser to consult with the Sellers’ Representative regarding the conduct of or positions taken in any such action. -28- EAST\168212916.9 7.2.3 Notwithstanding the provisions of Section 7.2.2, the Sellers’ Representative shall not settle such claim or compromise any Indemnity Tax Matter without the prior written consent of Seller (the Purchaser, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05anything herein to the contrary, if notice of any legal proceeding, audit Proceeding for or inquiry from a Governmental Body with respect to Taxes of which indemnity may be sought against the Company Sellers (a “Tax Claim”) is asserted in writing against the Purchaser, the Purchaser shall notify the Seller Representative of such Tax Claim within fifteen (15) Business Days of receipt thereof, or such earlier time if necessary in order to allow the Seller Representative to timely respond to such Tax Claim and shall give the Seller Representative such information with respect thereto as the Seller Representative may reasonably request; provided, however, that the Purchaser’s failure or delay to give such prompt notice shall not relieve the Sellers of any of its Subsidiaries other than Covered Taxes shall be received their indemnification obligations under this Section 7.5(c) except to the extent and only to the extent a Seller is materially prejudiced by Buyer for which Seller such failure or delay. The Sellers may be liable discharge, at any time, their indemnification obligations under this Section 7.5(c) by paying to the Purchaser the amount payable pursuant to Article IX for such Tax Claim calculated as of the date of such payment. The Sellers may, at their own expense, participate in such Tax Claim and, upon notice to Purchaser, jointly control (in the case of Tax Claims with respect to Straddle Periods) or assume (in the case of Tax Claims that relates solely to a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing Date) the defense of any such Tax Claim; provided. If the Sellers assume such defense, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of Sellers shall have the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except sole discretion as to the extent Seller is actually prejudiced thereby. Seller will be entitled conduct of such defense; provided that, (i) the Purchaser shall have the right (but not the duty) to participate in observe and comment on the defense thereof and if Seller acknowledges in writing within thirty to employ counsel, at its own expense, separate from the counsel employed by the Sellers, (30ii) days of receiving notice from Buyer to the extent that the settlement of such Tax Claim that Seller shall could be liable expected to have an adverse effect on the liability for Taxes of the Company with respect to any Loss resulting from taxable period ending after the Closing Date, the Sellers may not settle any such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedPurchaser, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheldwithheld or delayed and (iii) the Sellers shall keep the Purchaser informed of material developments relating to such Tax Claim. Whether or not the Sellers choose to defend or prosecute any claim, conditioned all of the Parties hereto shall cooperate in the defense or delayed)prosecution thereof. To If the extent Seller chooses Sellers elect not to exercise its rights pursuant to assume the previous sentencedefense of any Tax Claim under this Section 7.5(c), Buyer then the Purchaser shall have the right (but not the obligation) at its election to represent assume the interests defense of the Company and its Subsidiaries in any such Tax Claim; provided, that with respect to and defend or prosecute such Tax Claim Buyer (including any settlement, or compromise thereof) as the Purchaser shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and determine in its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)sole discretion.

Tax Claims. Notwithstanding Section 9.05, if (a) If a notice of any legal proceedingpending or threatened audit, audit examination, contest, litigation or inquiry from a Governmental Body with respect to Taxes of the Company other proceeding shall be delivered, or any of its Subsidiaries other than Covered Taxes claim shall be received made, by Buyer for which Seller may be liable pursuant any taxing authority, which, if successful, might result in an indemnity payment to Article IX for a taxable period ending on or before the Closing Date an Indemnified Party, then such Indemnified Party shall give prompt written notice of such claim (a “Tax Claim”)) to the Indemnifying Party, Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller shall not limit the rights of the nature of the Tax Claim, shall not relieve Seller of its obligations Indemnified Party to recover under Article IX, this Agreement except to the extent Seller is actually such failure shall have materially prejudiced thereby. Seller will be entitled the Indemnifying Party. (b) Subject to participate Section 9.3(c), with respect to any Tax Claim relating to a Pre-Closing Tax Period, the Selling Parties shall, solely at their own cost and expense, control all proceedings and may make all decisions taken in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of connection with such Tax Claim that Seller shall be liable (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for any Loss resulting from a refund where Applicable Law permits such refund suits or contest the Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claimany permissible manner; provided, Seller that the Selling Parties shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyPurchaser, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise and Purchaser, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent the interests participate fully in all aspects of the Company prosecution or defense of such Tax Claim (and the Selling Parties shall keep Purchaser informed of all aspects of such Tax Claim and shall consult with Purchaser before taking any significant action in connection therewith) if such Tax Claim would reasonably be expected to have an adverse impact on the Taxes of a Target Entity for a taxable period or portion thereof beginning after the Closing Date or of Purchaser or any of its Subsidiaries Affiliates. Purchaser shall be entitled to control a Tax Claim described in this Section 9.3(b) to the extent the Selling Parties do not exercise their right to control such Tax Claim. (c) Purchaser shall control all proceedings in connection with any Tax ClaimClaim relating to Taxes of a Target Entity for a Straddle Period; provided, that with respect to if such Tax Claim Buyer would reasonably be expected to have an adverse impact on the Taxes of a Target Entity giving rise to Excluded Taxes, then (i) Purchaser shall not settle any such claim Tax Claim without the prior written consent of Seller (the Selling Parties, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding (ii) the foregoingSelling Parties, Buyer and counsel of their own choosing, shall have the right to represent the interest participate fully in all aspects of the Company prosecution or defense of such Tax Claim and its Subsidiaries (iii) Purchaser shall keep the Selling Parties informed of all aspects of such Tax Claim and shall consult with the Selling Parties before taking any significant action in connection therewith. (d) Purchaser shall have the exclusive right to control all proceedings with respect to any matter Tax Claim relating to Taxes of a Target Entity (other than any Tax Claim described in Section 9.3(b) and (c)). (e) Notwithstanding anything to the contrary herein, the procedures set forth on in this Section 9.3, and not the Taxes Schedule; provided that provisions set forth in Section 10.4, shall govern audits and administrative and judicial proceedings with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Taxes.

Tax Claims. Notwithstanding Section 9.05(i) If a claim is made by any taxing authority, which, if successful, might reasonably result in an indemnity payment by the Members pursuant to Section 10.1(a), then the Parent shall give notice to the Members’ Representative in writing of such claim and of any legal proceedingcounterclaim, audit or inquiry from if any, the Parent proposes to assert (a Governmental Body with “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification obligations of the Members provided hereunder except to the extent the Members have been materially prejudiced as a result of such failure to give notice. (ii) With respect to Taxes of any Tax Claim against the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant relating to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)Date, Buyer shall notify Seller the Members’ Representative, on behalf of the Members shall, solely at their own cost and expense, control all proceedings and may make all decisions taken in writing of connection with such Tax ClaimClaim (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 available under applicable Law, and may, in their sole discretion, either pay the Tax claimed and sxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that Members’ Representative must first consult, in good faith with the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except Parent before taking any action with respect to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer conduct or resolution of such Tax Claim that Seller Claim. Notwithstanding the foregoing, the Members’ Representative shall be liable for not settle any Loss resulting from such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedParent, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, delayed or conditioned or delayed). To and the extent Seller chooses not to exercise Parent, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent the interests participate fully in all aspects of the Company and prosecution or defense of such Tax Claim if it determines in good faith that such Tax Claim could have a material adverse impact on the Taxes or Tax attributes of the Parent or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date and, if the Members’ Representative does not assume the defense of any Tax Claimsuch audit or proceeding, the Parent may defend the same in such manner as it may deem appropriate; provided, that however, the Parent shall consult in good faith with respect the Members’ Representative prior to such Tax Claim Buyer taking any material action, and shall not settle such claim Tax Claim without the written consent of Seller (the Members’ Representative, which consent shall not be unreasonably withheld, conditioned delayed, or delayed). Notwithstanding the foregoing, Buyer conditioned. (iii) The Parent shall have the right to represent the interest of the Company and its Subsidiaries control all proceedings with respect to any matter set forth on the Taxes Schedule; provided that with respect Tax Claim relating to any taxable period other than those described in Section 7.15(e)(ii); provided, however, to the extent any such matter Buyer Tax Claim relates to the Company for a Pre-Closing Tax Period, the Parent shall consult in good faith with the Members’ Representative prior to taking any material action, shall allow the Members, and counsel of their own choosing, to participate in such Tax Claim and shall not settle such matter Tax Claim without the written consent of Seller (the Members’ Representative, which consent shall not be unreasonably withheld, conditioned delayed, or delayed)conditioned.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from (i) If a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes claim shall be received made by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date any Taxing Authority (a “Tax Claim”)) which, Buyer if successful, might result in an indemnity payment to the Buyers, the Buyers shall promptly notify Seller in writing the Sellers of such claim no later than fifteen (15) Business Days after such Tax Claim is made; provided, however, that no delay on the part of the Buyers in notifying the Sellers will relieve the Sellers from any indemnification obligation hereunder with respect to any Tax Claim, except to the extent that such delay actually and materially prejudices the Sellers. (ii) With respect to any Tax Claim to the extent relating to a Pre-Closing Tax Period for which the Sellers have agreed with the Buyers that they have an indemnification obligation pursuant to this Agreement, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sux xor a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the failure Sellers will not take any action with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject has an adverse impact on the Buyers; provided, further, that the Sellers must consult in good faith with the Buyers with respect to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests settlement of the Company and its Subsidiaries in such Tax Claim; provided. Notwithstanding the foregoing, Seller the Sellers shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyBuyers, as applicable (which consent shall not be unreasonably withheld, conditioned delayed or delayed). To the extent Seller chooses not conditioned. (iii) With respect to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; providedClaim relating to any Straddle Period, that both the Sellers and the Buyers shall jointly control and participate in all proceedings taken in connection with respect to such Tax Claim Buyer and shall not each bear their own respective costs and expenses. Neither the Sellers nor the Buyers shall settle any such claim Tax Claim without the prior written consent of Seller (the other party, which consent shall not be unreasonably withheld. (iv) Except as otherwise provided in Section 7.6(h)(ii) and (iii), conditioned or delayed). Notwithstanding the foregoing, Buyer Buyers shall have the right to represent the interest of the Company and its Subsidiaries control all proceedings with respect to Taxes for any matter set forth on Post-Closing Tax Period and the Taxes Schedule; provided that with respect Sellers shall have no right to any participate in such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)proceedings.

Tax Claims. Notwithstanding Section 9.05(i) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 8.06(a) then the Purchaser shall give notice to the indemnifying party in writing of such claim and of any legal proceedingcounterclaim the Purchaser proposes to assert (a “Tax Claim”); provided, audit or inquiry from however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Sellers have been prejudiced as a Governmental Body result of such failure; (ii) With respect to any Tax Claim relating to a Pre-Closing Tax Period (other than a Straddle Period) for which the Seller Representative has acknowledged in writing the indemnification obligations of the Sellers for any Taxes ultimately found to be owing with respect thereto, Sellers may elect to 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 xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Purchaser, 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 an adverse impact on the Taxes of the Purchaser, the Company or any of the Company Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; and (iii) The Sellers and the Purchaser shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company or any of its Company Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before Straddle Period, and shall bear their own respective costs and expenses. Neither the Closing Date (a “Tax Claim”), Buyer Sellers nor the Purchasers shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of settle any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller other (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05, if (i) If a written notice of any legal proceeding, audit or inquiry from a Governmental Body Proceeding with respect to Taxes of the owed by any Company or any of its Subsidiaries other than Covered Taxes shall be Entity is received by a the Buyer for which Seller may be liable pursuant to Article IX or Company Entity for a taxable period ending on Pre-Closing tax Period or before the Closing Date Straddle Period (a “Tax Claim”), the Buyer shall notify give the Seller in writing prompt written notice, no later than ten days after receipt by such notified Party of such written notice, of such Tax Claim; provided, however, that the failure or delay by the Buyer to give provide notice of such Tax Claim to the Seller notice in detail reasonably sufficient to apprise Seller shall not affect the rights or obligations of the nature of the Tax Claim, shall not relieve Seller of its obligations Parties under Article IX, this Agreement except to the extent the Seller is has been actually prejudiced thereby. as a result of such failure or delay. (ii) After the Closing, upon the Seller will be entitled delivery of notice to participate in the defense thereof and if Seller acknowledges in writing Buyer within thirty (30) 30 days of receiving the Seller’s receipt of written notice from Buyer of such Tax Claim that Claim, the Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right (at its option) to represent the interests of the applicable Company Entity in any Tax Claim relating to a Pre-Closing Tax Period (other than a Straddle Period. In connection with such Seller-controlled Tax Claim (A) the Seller shall keep the Buyer reasonably informed and its Subsidiaries consult in good faith with the Buyer with respect to any issue relating to such Tax Claim; provided(B) the Seller shall provide the Buyer with copies of all correspondence, notices and other written material received from any Governmental Entity with respect to such Tax Claim; (C) the Seller shall provide the Buyer with a copy of, and an opportunity to review and comment on, all submissions made to any Governmental Entity in writing in connection with such Tax Claim; (D) the Seller shall allow the Buyer to participate in the defense of such Tax Claim (including employing counsel separate from the counsel employed by the Seller); and (E) the Seller shall not settle such claim agree to a settlement or compromise thereof without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) If (A) the Seller does not notify the Buyer of its election to control a Tax Claim with respect to a Pre-Closing Tax Period within 30 days following receipt by the Seller of written notice of such Tax Claim or (B) such Tax Claim relates to a Straddle Period, the Buyer shall, or shall cause the applicable Company Entity to, control such Tax Claim. To In connection with such Buyer-controlled Tax Claim with respect to a Straddle Period (A) the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have keep the right Seller reasonably informed and consult in good faith with the Seller with respect to represent the interests of the Company and its Subsidiaries in any issue relating to such Tax Claim; provided(B) the Buyer shall provide the Seller with copies of all correspondence, that notices and other written material received from any Governmental Entity with respect to such Tax Claim Claim; (C) the Buyer shall not settle such claim without provide the consent of Seller (which consent shall not be unreasonably withheldwith a copy of, conditioned or delayed). Notwithstanding the foregoingand an opportunity to review and comment on, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect all submissions made to any matter set forth on the Taxes Schedule; provided that Governmental Entity in writing in connection with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).Tax

Tax Claims. Notwithstanding Section 9.05If, subsequent to the Closing, any of Parent, the Company, or the Stockholders’ Agent receives notice of a claim by any Governmental Entity that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within 15 days after receipt of such notice, Parent, the Company or the Stockholders’ Agent, as the case may be, shall give written notice of such Tax Claim to the other parties. The Stockholders’ Agent shall have the right to control the conduct and resolution of any legal proceedingTax Claim relating to a Tax Period ending on or prior to the Closing Date; provided, audit however, that the Stockholder’s Agent shall keep Parent informed of all developments on a timely basis and shall keep Parent, the Company and the Company Subsidiaries indemnified from any costs and expenses that may be incurred or inquiry from as a Governmental Body with respect to result of the actions taken by the Stockholders’ Agent; provided, further, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes or Tax position of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period Post-Closing Tax Period, then Parent may participate in the resolution of such Tax Claim and the Stockholders’ Agent may not settle such Tax Claim without Parent’s consent, which shall not be unreasonably conditioned, withheld or delayed. The Stockholders’ Agent and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If the Stockholders’ Agent elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or before prior to the Closing Date (Date, or to participate in the conduct and resolution of any Tax Claim relating to a “Tax Claim”)Straddle Period, Buyer the Stockholders’ Agent shall notify Seller Parent in writing and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the failure to give Seller notice in detail reasonably sufficient to apprise Seller Stockholders’ Agent informed of the nature of the Tax Claim, all developments on a timely basis and Parent shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of resolve such Tax Claim in a manner that Seller shall would reasonably be liable for any Loss resulting from such Tax Claim subject expected to have a material adverse impact on the limitations set forth in Indemnitors’ indemnification obligations under this Article IX, Seller shall (subject to Section 9.05(c) have Agreement without the right to represent the interests written consent of the Company and its Subsidiaries in such Tax Claim; providedStockholders’ Agent, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not Each party shall bear its own costs incurred in participating in any proceeding relating to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05anything herein to the contrary, if notice of any legal proceeding, audit Proceeding for or inquiry from a Governmental Body with respect to Taxes of which indemnity may be sought against the Company Sellers (a “Tax Claim”) is asserted in writing against the Purchaser, the Purchaser shall notify the Seller Representative of such Tax Claim within fifteen (15) Business Days of receipt thereof, or such earlier time if necessary in order to allow the Seller Representative to timely respond to such Tax Claim and shall give the Seller Representative such information with respect thereto as the Seller Representative may reasonably request; provided, however, that the Purchaser’s failure or delay to give such prompt notice shall not relieve the Sellers of any of its Subsidiaries other than Covered Taxes shall be received their indemnification obligations under this Section 7.5(c) except to the extent and only to the extent a Seller is materially prejudiced by Buyer for which Seller such failure or delay. The Sellers may be liable discharge, at any time, their indemnification obligations under this Section 7.5(c) by paying to the Purchaser the amount payable pursuant to Article IX for such Tax Claim calculated as of the date of such payment. The Sellers may, at their own expense, participate in such Tax Claim and, upon notice to Purchaser, jointly control (in the case of Tax Claims with respect to Straddle Periods) or assume (in the case of Tax Claims that relates solely to a taxable period ending on or before the Closing Date (a “Tax Date) the defense of any such Ta x Claim”). If the Sellers assume such defense, Buyer the Sellers shall notify Seller in writing have the sole discretion as to the conduct of such Tax Claimdefense; providedprovided that, however, that (i) the failure Purchaser shall have the right (but not the duty) to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in observe and comment on the defense thereof and if Seller acknowledges in writing within thirty to employ counsel, at its own expense, separate from the counsel employed by the Sellers, (30ii) days of receiving notice from Buyer to the extent that the settlement of such Tax Claim that Seller shall could be liable expected to have an adverse effect on the liability for Taxes of the Company with respect to any Loss resulting from taxable period ending after the Closing Date, the Sellers may not settle any such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedPurchaser, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheldwithheld or delayed and (iii) the Sellers shall keep the Purchaser informed of material developments relating to such Tax Claim. Whether or not the Sellers choose to defend or prosecute any claim, conditioned all of the Parties hereto shall cooperate in the defense or delayed)prosecution thereof. To If the extent Seller chooses Sellers elect not to exercise its rights pursuant to assume the previous sentencedefense of any Tax Claim under this Section 7.5(c), Buyer then the Purchaser shall have the right (but not the obligation) at its election to represent assume the interests defense of the Company and its Subsidiaries in any such Tax Claim; provided, that with respect to and defend or prosecute such Tax Claim Buyer (including any settlement, or compromise thereof) as the Purchaser shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and determine in its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)sole discretion.

Tax Claims. Notwithstanding Section 9.05, if (a) If notice of any legal proceeding, audit or inquiry from a Governmental Body Action with respect to Tax Returns or Taxes of the Seller, the Company or any of its Subsidiaries other than Covered Taxes shall be Subsidiary is received by Buyer or an Affiliate that may give rise to a liability for which Taxes upon, or be reflected on the Tax Returns of, Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date any direct or indirect owner of an interest in Seller (a “Tax Claim”), Buyer shall the notified party shall, as soon as reasonably practicable, notify Seller in writing of such Tax Claim; provided. If Seller or any Affiliate of Seller receives a Tax Claim the notified party shall, howeveras soon as reasonably practicable, that notify Buyer in writing of such Company Tax Claim. Notwithstanding the foregoing, the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller any party of its obligations under this Article IXVI, except to the extent Seller that the other Party is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty by such failure. (30b) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests interest of the Company Seller and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, provided that with respect to such any Tax Claim that relates to the liability for Taxes upon the Seller or any direct or indirect owner of an interest in Seller or for which Seller or the owners of a direct or indirect interest in Seller could reasonably expect to be liable, (I) Seller may participate at its own expense in all aspects of such Company Tax Claim and (II) Buyer (a) shall keep Seller informed with respect to such Company Tax Claim; (b) shall provide Seller with copies of material correspondence, notices and other written materials related to such Company Tax Claim received from any Governmental Authority and shall keep Seller informed on significant developments; and (c) Buyer shall not settle such claim Company Tax Claim without the consent of Seller (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding the foregoingforgoing, Buyer (x) with respect to a Tax Claim that relates solely to Seller or any direct or indirect owner of an interest in Seller and for which only any direct or indirect owners of an interest in Seller is liable on a pass through basis, Seller shall have the right be permitted at its option to represent the interest of Seller and the direct or indirect owner of an interest in Seller provided that Buyer may participate at its own expense in all aspects of such Tax Claim and Seller (a) shall keep Buyer informed with respect to such Tax Claim; and (b) shall provide Buyer with copies of all correspondence, notices and other written materials related to such Tax Claim received from any Governmental Authority and shall keep Buyer informed on significant developments and (c) Seller shall not settle such Tax Claim without notification of and consultation with Buyer and (y) with respect to a Tax Claim that relates to Seller or any direct or indirect owner of an interest in Seller and for which both any direct or indirect owners of an interest in Seller is liable on a pass through basis and the Company or Seller is liable on an entity basis, Seller shall be permitted at its option to represent the interest of Seller and the direct or indirect owner of an interest in Seller at its own expense in all aspects of such Tax Claim, provided that Buyer may take control at its own expense of all aspects of such Tax Claim that relate to entity level Taxes, and each Party (a) shall keep the other Party informed with respect to such Tax Claim; and (b) shall provide the other Party with copies of all correspondence, notices and other written materials related to such Tax Claim received from any Governmental Authority and shall keep the other Party informed on significant developments and (c) neither party shall settle such Tax Claim without consent of the other Party (such consent not to be unreasonably withheld). (c) With respect to any Tax Claim involving Seller, Buyer and Seller shall (i) cooperate with each other in all aspects of such Tax Claim and (ii) make all records and other materials of the Seller, the Company and its Subsidiaries relating to such claim available to each other. Buyer shall, at Seller’s, request and to the extent it does not conflict with Buyer’s reasonable position with respect to any matter such Tax Claim, make such records available to the applicable Governmental Authority and communicate with the applicable Governmental Authority on behalf of Seller regarding positions taken on the Tax Returns at issue. In accordance with and subject to the limitations set forth on in Section 6.1(a), Seller shall indemnify and hold Buyer and its Affiliates (including the Taxes Schedule; provided Company and its Subsidiaries) harmless from any third-party costs associated with the performance of its obligations under this Section 6.5(c) that with respect relate to any such matter Buyer shall not settle such matter without the consent Tax Returns of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Seller.

Tax Claims. Notwithstanding If any claim or demand for Taxes that could reasonably be expected to give rise to a claim for indemnification under Section 9.057.2 or Section 7.3 is asserted by any Governmental Entity, if the Party first receiving notice of any legal proceeding, audit such claim or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer demand shall notify Seller in writing the other Party of such Tax Claimclaim or demand promptly, and in any case within ten (10) Business Days of receipt of such notice; provided, however, that the failure of a Party to give Seller such prompt notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller the other Party of any of its obligations under Article IXindemnification obligations, except to the extent Seller such other Party is actually and materially prejudiced therebyby such failure. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller NewCo shall be liable for control any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IXclaim, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; providedaudit, Seller shall not settle such claim without the consent of Buyer litigation, or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that other proceeding with respect to such Taxes of NewCo, any Transferred Subsidiary or, to the extent permitted by the governing documents of any Transferred Joint Ventures, any Transferred Joint Venture (each, a “Tax Claim Buyer Claim”); provided that the definition of “Tax Claim” shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheldinclude any claim, conditioned audit, litigation, or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries other proceeding with respect to Income Taxes of any matter set forth on Affiliated Group of which Parent is the Taxes Schedulecommon parent (such claim, a “Parent Claim”), which shall solely be controlled by Parent; provided that Parent shall keep NewCo reasonably informed with respect to any such matter Buyer Parent Claim and provide copies of all material communications regarding such Parent Claim to Purchaser to the extent such Parent Claim would reasonably be expected to give rise to a material claim for indemnification pursuant to this Agreement or otherwise result in Taxes of NewCo, the Transferred Subsidiaries or the Transferred Joint Ventures. To the extent a Tax Claim would reasonably be expected to give rise to a material claim for indemnification pursuant to this Agreement, NewCo shall keep Parent reasonably informed with respect to any such Tax Claim, provide copies of all material communications regarding such Tax Claim to Parent, provide Parent with the opportunity, at Parent’s sole expense, to participate in such Tax Claim, and not settle such matter Tax Claim without the Parent’s consent of Seller (which such consent shall not to be unreasonably withheld, conditioned conditioned, or delayed).

Tax Claims. Notwithstanding Section 9.05(a) If Purchaser, if any of its Affiliates or, effective upon the Closing, the Target Subsidiaries, receives any notice of any legal deficiency, proposed adjustment, adjustment, assessment audit, examination or other administrative or court proceeding, audit suit, dispute or inquiry from other claim (a Governmental Body "TAX CLAIM") asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to Taxes a Pre-Closing Period, Purchaser shall promptly notify the Sellers of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing receipt of such Tax Claim; Claim and shall give the Sellers such information with respect thereto as the Sellers may reasonably request provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, on a timely basis shall not relieve Seller of its obligations under Article IX, affect the indemnification provided herein except to the extent Seller is the indemnifying party has been actually and materially prejudiced therebyas a result of such failure. Seller The Sellers shall have the right to assume the defense (at the Sellers' expense) of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period through counsel of Sellers' own choosing by notifying Purchaser within twenty days of the receipt by the Sellers of such notice from Purchaser provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Sellers shall be liable for the fees and expenses of counsel employed by Purchaser for any period during which the Sellers have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will be entitled have failed to give notice of the third-party claim as provided above). If the Sellers assume such defense, Purchaser shall have the right to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice to employ counsel, at its own expense, separate from Buyer of the counsel employed by the Sellers, it being understood that the Sellers shall control such defense. Sellers shall not enter into any settlement with respect to any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IXwithout Purchaser's prior written consent, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld. (b) If any of the Sellers or their Affiliates receives any Tax Claim asserted, conditioned commenced or delayed). To initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Straddle Period or a Post-Closing Period, Sellers shall promptly notify the Purchaser of the receipt of such Tax Claim and shall give the Purchaser such information with respect thereto as the Purchaser may reasonably request; PROVIDED, HOWEVER, that the failure to give such notice on a timely basis shall not affect the indemnification provided herein except to the extent Seller chooses not the indemnifying party has been actually and materially prejudiced as a result of such failure. The Purchaser shall be solely responsible for controlling the defense of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to exercise its rights pursuant (i) a Straddle Period or a Post-Closing Period and (ii) a Pre-Closing Period to the previous sentenceextent Sellers have failed to defend such Tax Claim, Buyer provided, however, that if such Tax Claim relates to a Straddle Period, Sellers, may, at their own expense, participate in such Tax Claim to the extent the matters raised in such Tax Claim relate to Pre-Closing Straddle Periods. Purchaser shall not enter into any settlement with respect to a Pre-Closing Period without the Sellers' prior written consent, which shall not be unreasonably withheld. (c) Notwithstanding any other provision of this Agreement, the Sellers shall not have the right to represent control, defend, settle, compromise or contest any Tax Claim to the interests of the Company extent that Purchaser and its Subsidiaries in any Tax Claim; provided, that Affiliates waives their right to indemnification from the Sellers with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Claim.

Tax Claims. Notwithstanding Section 9.05(a) If Purchaser, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries Affiliates or, effective upon the Closing, the Target Subsidiaries, receives any notice of deficiency, proposed adjustment, adjustment, assessment audit, examination or other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on administrative or before the Closing Date court proceeding, suit, dispute or other claim (a “Tax Claim”)) asserted, Buyer commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period, Purchaser shall promptly notify Seller in writing the Sellers of the receipt of such Tax ClaimClaim and shall give the Sellers such information with respect thereto as the Sellers may reasonably request provided, however, that the failure to give such notice on a timely basis shall not affect the indemnification provided herein except to the extent the indemnifying party has been actually and materially prejudiced as a result of such failure. The Sellers shall have the right to assume the defense (at the Sellers’ expense) of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period through counsel of Sellers’ own choosing by notifying Purchaser within twenty days of the receipt by the Sellers of such notice from Purchaser provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Sellers shall be liable for the fees and expenses of counsel employed by Purchaser for any period during which the Sellers have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Sellers assume such defense, Table of Contents Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers, it being understood that the Sellers shall control such defense. Sellers shall not enter into any settlement with respect to any such Tax Claim without Purchaser’s prior written consent, which shall not be unreasonably withheld. (b) If any of the Sellers or their Affiliates receives any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Straddle Period or a Post-Closing Period, Sellers shall promptly notify the Purchaser of the receipt of such Tax Claim and shall give the Purchaser such information with respect thereto as the Purchaser may reasonably request; provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, on a timely basis shall not relieve Seller of its obligations under Article IX, affect the indemnification provided herein except to the extent Seller is the indemnifying party has been actually and materially prejudiced therebyas a result of such failure. Seller will The Purchaser shall be entitled to participate in solely responsible for controlling the defense thereof of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to (i) a Straddle Period or a Post-Closing Period and (ii) a Pre-Closing Period to the extent Sellers have failed to defend such Tax Claim, provided, however, that if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from relates to a Straddle Period, Sellers, may, at their own expense, participate in such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have extent the right to represent the interests of the Company and its Subsidiaries matters raised in such Tax Claim; provided, Seller Claim relate to Pre-Closing Straddle Periods. Purchaser shall not settle such claim enter into any settlement with respect to a Pre-Closing Period without the consent of Buyer or the CompanySellers’ prior written consent, as applicable (which consent shall not be unreasonably withheld. (c) Notwithstanding any other provision of this Agreement, conditioned or delayed). To the extent Seller chooses Sellers shall not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent control, defend, settle, compromise or contest any Tax Claim to the interests of the Company extent that Purchaser and its Subsidiaries in any Tax Claim; provided, that Affiliates waives their right to indemnification from the Sellers with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Claim.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within Within thirty (30) days of receiving notice from Buyer the date of this Agreement, Target shall enter into negotiations with the IRS for a final settlement with respect to its and its optionholders’ tax treatment of the Zero Priced Options. Prior to the Effective Time, Target shall use reasonable commercial efforts to enter into a final settlement with the IRS with respect to such treatment. After the Effective Time, the Stockholders’ Representative, or Acquiror at the Stockholders’ Representative’s request, shall continue to use reasonable commercial efforts to obtain such a settlement. Neither Target nor the Stockholders’ Representative shall abandon such efforts until the IRS and Target or the Stockholders’ Representative, as applicable, have negotiated and entered into a closing agreement to settle any amounts due to the IRS or any other Governmental Entity related to Target’s and Target’s optionholders’ tax treatment of Zero Priced Options (“Tax Claim Claims”). The Stockholders’ Representative (or Acquiror, if applicable) shall use its commercially reasonable efforts to ensure that Seller any such closing agreement shall provide for no liability on behalf of former Target optionholders in excess of the amount for which such optionholders would have been liable had the IRS accepted Target’s initial tax treatment of the Zero Priced Options. All costs and expenses of pursuing such a closing agreement (including the fees and expenses of counsel and other advisors) (the “Settlement Expenses”) shall be liable for any Loss resulting charged to and paid from such Tax Claim subject the Special Escrow Fund. If the Stockholders’ Representative and the IRS agree to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests a settlement of the Tax Claims in an amount not in excess of the Special Escrow Fund less the amount of the Settlement Expenses, and upon other terms that do not materially adversely affect the Surviving Company, the Surviving Company shall enter into such closing agreement with the IRS and its Subsidiaries Acquiror shall be entitled to recover such amount from the Special Escrow Fund in such Tax Claim; provided, Seller accordance with Section 8.7. Any other settlement shall not settle such claim without require the consent of Buyer or the Surviving Company, as applicable (which such consent shall not to be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not , provided that refusal to exercise its rights pursuant consent to the previous sentence, Buyer shall have the right to represent the interests a settlement in excess of the Company and its Subsidiaries amount available in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent Special Escrow Fund shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)considered unreasonable.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of From and after the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)Closing, Buyer shall notify Seller in writing within three (3) Business Days of receipt by Buyer or any of its Affiliates (including the Acquired Companies) of notice of any pending or threatened federal, state, local or foreign Tax Proceeding that would reasonably be expected to give rise to an indemnity claim under this Agreement; provided, however, that any failure to so notify shall not limit any of the obligations of the Indemnifying Party under Article 7 (except to the extent such failure materially prejudices the defense of such Tax ClaimProceeding). Seller shall have the right to control any Tax Proceeding that relates to any Pre-Closing Tax Period and, if Seller chooses to control any such Tax Proceeding, Seller shall make all decisions (including selection of counsel) with respect to such Tax Proceeding and may, in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Body taken in connection thereof; provided, however, that the failure Seller shall keep Buyer apprised of all material developments, including settlement offers, with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled Proceeding and permit Buyer to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax ClaimProceeding at Buyer’s expense; provided, further, the Seller shall not settle such claim consent to the entry of any judgment or enter into any settlement with respect to the Tax Proceeding without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall will not be unreasonably withheld, conditioned conditioned, or delayed). To In the extent Seller chooses not to exercise its rights pursuant to event of any conflict or overlap between the previous sentenceprovisions of this Section 8.5 and Section 7.6, Buyer the provisions of this Section 8.5 shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)control.

Tax Claims. Notwithstanding Section 9.05, if notice (i) In case of any legal proceedingClaim, audit audit, investigation, court proceeding or inquiry from a Governmental Body other dispute with respect to Taxes of any Tax matter that affects the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Purchased Assets (a “Tax Claim”)) that, if successful, might result in an indemnity payment under Article IX, Buyer shall notify Seller in writing of such Claim no later than ten Business Days after written notice of such Tax ClaimClaim is received by Buyer; provided, however, that the failure to give Seller provide timely notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, affect Buyer’s right to indemnification hereunder except to the extent that Seller is actually prejudiced thereby. . (ii) With respect to any Tax Claim relating to (A) Taxes attributable to (1) the applicable Excluded Assets for any and all periods or (2) the Purchased Assets, in each case, for any and all periods ending before the Closing Date; or (B) any other Taxes for which Seller will might be entitled entirely liable, then Seller 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) Buyer and Seller 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 that may result in a Liability for both parties. The costs incurred by Buyer and Seller in connection with such proceedings shall be borne by the defense thereof and if parties in proportion to their Liability for the Taxes asserted in the Tax Claim. Neither Buyer nor Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of shall settle or compromise any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedother, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence. (iv) Except as otherwise provided in this Section 8.2, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that control all proceedings with respect to such Tax Claim Buyer Claims attributable to the Purchased Assets for any taxable year or period beginning on or after the Closing Date. (v) This Section 8.2 shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries govern with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax matter.

Tax Claims. Notwithstanding Section 9.05, if If Buyer or any Seller receives notice of any legal proceedingdeficiency, audit proposed adjustment, assessment, audit, examination, suit, dispute or inquiry from a Governmental Body other claim with respect to Taxes of relating to the Company Assets or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Business (a “Tax Claim”)) for a Straddle Period, Buyer shall such Party will notify Seller (and, in any event, within 30 days of the receipt of notice of any such Tax Claim) the other Parties in writing of such Tax Claim; providedClaim for a Straddle Period, however, that but the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall so notify will not relieve Seller the other Parties of its obligations under Article IXany liability they may have, except to the extent Seller is actually prejudiced a party has suffered actual prejudice thereby. Seller Buyer will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such control any Tax Claim that Seller for a Straddle Period and shall be liable for cooperate with Sellers in contesting any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller which cooperation will include the retention and the provision to the other party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall not settle such claim be settled without the consent of both Buyer or and the CompanySellers, as applicable (which such consent shall not to be unreasonably withheld, conditioned or delayed). To With respect to any Tax Claim for Tax periods ending on or before the extent Seller chooses not to exercise Closing Date, the Sellers shall, at its rights pursuant to expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the previous sentenceforegoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to represent be kept fully informed of any material developments and receive copies of all correspondence and shall have the interests right to observe the conduct of the Company and its Subsidiaries participate in any Tax Claim; provided, that with respect to such Tax Claim Buyer controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not settle such claim be settled without the consent of Seller (which Buyer, such consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company (i) Promptly after receipt by Buyer or any of its Subsidiaries subsidiaries of written notice of the assertion or commencement of any claim, audit, examination, or other than Covered proposed change or adjustment by any Taxing Authority concerning any Taxes shall be received covered by Buyer for which Seller may be liable pursuant to Article IX for Section 6.1(a) (each a taxable period ending on or before the Closing Date (a “"Tax Claim”"), Buyer shall notify Seller Seller. Such notice shall contain factual information (to the extent known by Buyer) describing the asserted Tax Claim in writing reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim; provided, however, that the . The failure of Buyer to give Seller prompt notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, as provided herein shall not relieve Seller of any of its obligations under Article IX, Section 6.1 except to the extent Seller is actually prejudiced thereby. Seller will be entitled such failure has a material adverse effect on Seller's ability to participate in defend the defense thereof and if Seller acknowledges in writing within thirty Tax Claim. (30ii) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the sole right to represent any Subsidiary's interests in any Tax audit or administrative or court or other proceeding or dealing relating to any Taxes covered by Section 6.1(a) and to employ counsel of its choice. Seller shall promptly notify Buyer if it decides not to control the interests defense or settlement of the Company and its Subsidiaries in any such Tax Claim; providedaudit or administrative or court proceeding and Buyer thereupon shall be permitted to defend and settle such Tax audit or proceeding at Seller's reasonable expense. To the extent any negotiated settlement would have a material Tax effect on a post Closing Date year or portion thereof, Seller shall not settle agree to such claim settlement without the consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld; provided, conditioned or delayed). To however, that if Buyer shall refuse to consent to any such settlement that Seller proposed to accept, then (A) the extent liability of Seller chooses not to exercise its rights pursuant with respect to the previous sentence, subject matter of such settlement shall be limited to the amount that such liability would have been if such settlement had been accepted and (B) Buyer shall have the right thereafter to represent control the interests defense and settlement of such Tax audit or proceeding (it being understood that Buyer shall be responsible for all expenses incurred thereafter in connection with the Company contest of such Tax audit or proceeding except to the extent that the final settlement imposes less liability on Seller than such Settlement would have imposed). (iii) With respect to any taxable period of any Subsidiary beginning before and its Subsidiaries in ending after the Closing Date, Buyer and Seller shall jointly control the defense and settlement of any Tax Claim; providedaudit or administrative or court proceeding, that and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect to such Tax Claim Buyer shall not settle such claim thereto without the consent of Seller (the other party, which consent shall will not be unreasonably withheld; provided, conditioned however, that if either party shall refuse to consent to any settlement, closing or delayedother agreement that the other party proposed to accept (a "Proposed Settlement"). Notwithstanding , then (A) the foregoing, Buyer liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall have the right thereafter to represent control the interest defense and settlement of such Tax audit or proceeding (it being understood that the Company and its Subsidiaries other party shall be responsible for all expenses incurred thereafter in connection with respect the contest of such Tax audit or proceeding except to any matter set forth the extent that the final settlement imposes less liability on the Taxes Schedule; provided that with respect party who proposed to any such matter Buyer shall not settle such matter without accept the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedProposed Settlement than the Proposed Settlement would have imposed).

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the Internal Revenue Service or any other taxing authority, which, if successful, would result in a loss or liability in respect of which 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 any legal proceedingsuch claim or alleged deficiency, audit Buyer shall, or inquiry from a Governmental Body with respect to Taxes of Buyer shall cause the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)to, Buyer shall promptly notify Seller Sellers in writing of such claim or alleged deficiency and shall not make payment of any Tax Claimclaimed for at least 30 days after the giving of such notice; provided, however, provided that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its affect Sellers’ indemnity obligations under Article IXhereof, except to the extent Seller is actually Sellers are materially prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty by such failure; (30b) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that before the relevant Governmental Authority with respect to such any Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer matter and shall have the right to represent control the interest defense, compromise or other resolution of any such 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 Tax matter. Sellers shall have the right (but not the duty) to participate in the defense of such Tax matter and to employ counsel, at Sellers’ own expense, separate from counsel employed by Buyer, and Buyer shall keep Sellers informed with respect to the commencement, status and nature of any such Tax matter and will, in good faith, allow Sellers to consult with it regarding the conduct of or positions taken in any such Action; (c) If Sellers desire that the Company contest such claim or alleged deficiency, Sellers shall, within 30 days after receipt of notice by Sellers 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 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) indemnify Buyer and the Company in a manner reasonably satisfactory to Buyer and the Company and its Subsidiaries pay to Buyer or the Company on demand all liabilities and expenses which may reasonably be entailed in such defense; and (d) Following Sellers furnishing Buyer and the Company with respect to any matter such items as are set forth on in Section 8.8.2(c), Buyer shall cause the Taxes Schedule; Company to take all such legal or other action reasonably requested by the Approved Counsel in contesting such claim or alleged deficiency (provided that in no event shall it be deemed reasonable for the Company to take any action that would cause it to incur any liability for which it is not indemnified pursuant hereto), 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 IRS 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 matter deficiency to Buyer shall not settle or the Company) and xxx 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 matter without claim or alleged deficiency in the consent of Seller (which consent shall not be unreasonably withheld, conditioned United States Tax Court and/or other appropriate courts or delayed)forums.

Tax Claims. Notwithstanding Section 9.05(a) The Buyer, if the Company, HoldCo and the Designated Representative shall promptly notify each other in writing upon receipt of any notice of any legal proceedingpending or threatened claim, audit or inquiry from a Governmental Body with respect to Taxes audit, notice of the Company deficiency, examination, assessment, or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date proceeding (collectively a “Tax Claim”)) which may affect any Tax liability for which the other party is liable. (b) The Designated Representative shall have the right to (i) represent the interests of the Company in any Tax Claim relating solely to any Pre-Closing Tax Period for which HoldCo and the Shareholders or Unitholders, Buyer shall notify Seller as the case may be, will be solely liable and (ii) employ counsel of the Designated Representative’s choice in writing of such Tax Claimconnection therewith; provided, however, that the failure with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the any such Tax Claim, the Buyer shall not relieve Seller of have the right, directly or through its obligations under Article IXdesignated representatives, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate review in advance and comment upon all submissions made in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer course of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries otherwise participate in such Tax Claim; provided, Seller and the Designated Representative shall not settle or otherwise dispose of any such claim Tax Claim without obtaining the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned delayed or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, conditioned. (c) The Buyer shall have the right to represent the interests control any Tax Claim in respect of (x) any Pre-Closing Tax Period of the Company not covered by Section 6.4(b) and its Subsidiaries in (y) any Tax ClaimStraddle Period; provided, however, that with respect to any such Tax Claim, the Designated Representative 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 none of the Buyer or any of its Affiliates shall not settle or otherwise dispose of any such claim Tax Claim without obtaining the prior written consent of Seller (the Designated Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)conditioned.

Tax Claims. Notwithstanding Section 9.05, if Parent agrees to give prompt notice to the Holder Representative of any legal proceeding, audit or inquiry notices from a Governmental Body with Taxing Authority, the assertion of any claim, or the commencement of any tax audit, suit, action or proceeding in respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller indemnity may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date sought under ‎‎Section 11.02(a) (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure or delay to give Seller notice in detail reasonably sufficient to apprise Seller notify the Holder Representative of the nature of the a Tax Claim, shall Claim will not relieve Seller the Unitholders of its obligations any liability that they may have to Parent under Article IXthis Agreement, except to the extent Seller is that the Unitholders have been actually prejudiced therebyby Parent’s failure or delay to give such notice or the Unitholders forfeit rights or defenses by reason of such failure or delay. Seller will The Holder Representative may, at its own expense, (i) participate in and (ii) with respect to Tax Claims that relate solely to Taxes for which the Unitholders would be entitled solely liable, assume the defense of any such Tax Claim, so long as the Holder Representative provides written notice to Parent of its intent to assume the defense of such Tax Claim within thirty (30) days after receiving notice of such matter; provided that (i) the Holder Representative’s counsel is reasonably satisfactory to Parent, (ii) the Holder Representative shall thereafter consult with Parent upon Parent’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iii) the Holder Representative shall not, without Parent’s consent, which consent shall not be unreasonably withheld or delayed, settle, resolve, compromise or abandon such Tax Claim. Parent shall have the right (but not the duty) to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice to employ counsel, at its own expense, separate from Buyer of such the counsel employed by the Holder Representative, and the Holder Representative shall not assert that the Losses with respect to the Covered Tax, or any portion thereof, with respect to which Parent seeks indemnification is not subject to indemnification. Parent shall not settle, resolve, compromise or abandon any Tax Claim that Seller shall in respect of which indemnity may be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim sought hereunder without the consent of Buyer or the CompanyHolder Representative, as applicable (which consent shall not be unreasonably withheld, conditioned withheld or delayed). To , unless the extent Seller chooses Holder Representative elects not to exercise its rights pursuant assume such defense. The Holder Representative shall be liable for the fees and expenses of counsel employed by Parent for any period during which the Holder Representative has not assumed the defense thereof. Whether or not the Holder Representative chooses to the previous sentencedefend or prosecute any claim, Buyer shall have the right to represent the interests all of the Company and its Subsidiaries parties hereto shall cooperate in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned defense or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)prosecution thereof.

Tax Claims. Notwithstanding any contrary provision of Section 9.059.6, if a claim for Taxes, including notice of a pending or threatened audit by any legal proceedingtaxing authority, audit or inquiry from a Governmental Body shall be made in writing against and solely with respect to Taxes the Company for any Pre-Closing Tax Period (a “Tax Claim”), the Buyer shall notify the Seller of the Company Tax Claim within 10 days following the Buyer’s or the Company’s receipt of the written claim for Taxes, but no failure to give such notice shall relieve the Seller of any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which liability hereunder unless Seller may be liable pursuant is materially prejudiced thereby. If a Tax Claim relates solely to Article IX for a taxable period ending on or before the Closing Date (a “Date, the Seller has the right at its election to represent the Company’s interests in such Tax Claim”), Buyer shall notify Seller in writing to employ counsel of its choice at its expense and to control the conduct of such Tax Claim, including settlement or other disposition thereof; provided, however, that the failure Buyer shall have the right to give consult with the Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of regarding any such Tax Claim that Seller shall be liable may affect the Company for any Loss resulting from periods ending after the Closing Date and provided, further, that any settlement or other disposition of any such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without may only be with the consent of Buyer or the CompanyBuyer, as applicable (which consent shall will not be unreasonably withheld, conditioned or delayed). To If the extent Tax Claim relates to a Straddle Period, the Buyer shall employ counsel of its choice at its expense and to control the conduct of such Tax Claim, including settlement or other disposition thereof; provided, however, that the Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent consult with the interests of the Company and its Subsidiaries in Buyer regarding any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle that may affect Seller Taxes and provided, further, that any settlement or other disposition of any such claim without Tax Claim may only be with the consent of Seller (the Seller, which consent shall will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05, if notice (a) The Purchaser shall promptly notify the Seller Parent in writing upon receipt by any Purchaser or any of its Affiliates of any legal proceeding, audit or inquiry written notice from a Governmental Body Taxing Authority of an audit, claim or proceeding with respect to Taxes of for which the Company Purchaser Indemnified Parties may be entitled to indemnification under Section 11.1, and the Sellers shall promptly notify the Purchaser in writing upon receipt by any Seller or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant their Affiliates of any written notice from a Taxing Authority of an audit, claim or proceeding with respect to Article IX for any Combined Tax Return to the extent such audit, claim or proceeding relates to a taxable period ending on Transferred Company (each audit, claim or before the Closing Date (proceeding described in this Section 11.6(a), a “Tax Claim”), Buyer ; provided that failure to so notify the other party in accordance with this sentence will not relieve any party of liability that it may have under this Agreement except to the extent the other party is actually prejudiced by such failure. Such notice shall notify Seller include a copy of the relevant portion of any correspondence received from the relevant Taxing Authority and describe in writing reasonable detail the nature of such Tax Claim. (b) The Sellers shall have the right, at their sole cost and expense, 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 Combined Tax Return (including the right to settle or compromise such Tax Claim); provided, however that: (i) the Sellers will keep the Purchaser informed concerning the progress, developments and events of the portion of such Tax Claim, if any, related to the Transferred Companies, the Business, or the Purchased Assets; (ii) the Sellers will provide to the Purchaser copies of all correspondence and other documents relevant to the portion of such Tax Claim, if any, related to the Transferred Companies, the Business, or the Purchased Assets; and (iii) the Sellers will not settle the portion of such Tax Claim (other than a claim relating to a Combined Tax Return), if any, related to the Transferred Companies, the Business, or the Purchased Assets, without the prior written consent of the Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed. The Purchaser will have the right to participate in the defense of any such Tax Claim (other than a claim relating to a Combined 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 the Sellers. (c) With respect to any Tax Claim (other than a claim relating to a Combined Tax Return) that could reasonably be expected to form the basis for a claim of indemnification under Section 11.1 and involving (i) a Pre-Closing Tax Period that the Sellers do not or cannot elect to control in good faith pursuant to Section 11.6(b) or (ii) a Straddle Period, the Purchaser will control in good faith such Tax Claim (including the right to settle or compromise such Tax Claim); provided, however, that the failure to give Seller notice in detail Purchaser (x) will keep the Sellers reasonably sufficient to apprise Seller informed concerning the progress, developments and events of the nature of the such Tax Claim, shall not relieve Seller (y) provide the Sellers copies of its obligations under Article IX, except all correspondence and other documents relevant to such Tax Claim to the extent Seller is actually prejudiced thereby. Seller related to Pre-Closing Tax Periods, and (z) will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of not settle such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject extent relating to Section 9.05(c) have Pre-Closing Tax Periods without the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedSellers, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall will not be unreasonably withheld, conditioned or delayed). To In addition, the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall Sellers will have the right to represent participate in the interests defense of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent will include participation in meetings with taxing authorities and review and comment on written submissions to taxing authorities) and to employ counsel, at the Sellers’ expense, separate from the counsel employed by the Purchaser. The Sellers shall not also be unreasonably withheld, conditioned or delayed). Notwithstanding liable for the foregoing, Buyer shall have reasonable out-of-pocket expenses of counsel selected by the right Purchaser to represent control any Tax Claim pursuant to this Section 11.6(c) to the interest of the Company and its Subsidiaries with respect extent attributable to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)covered by Section 11.1.

Tax Claims. Notwithstanding Section 9.05If, if notice subsequent to the Closing, any of any legal proceedingParent, audit or inquiry from a Governmental Body with respect to Taxes of the Company or the Company Stockholders receives notice of a claim by any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Governmental Entity, that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), Buyer then within fifteen (15) days after receipt of such notice, the party receiving such notice shall give written notice of such Tax Claim to the other parties. Parent shall have the right to control the conduct and resolution of any such Tax Claim relating to a Tax Period ending on or prior to the Closing Date; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes of the Company for a Pre-Closing Tax Period, then the Stockholders’ Representative and Parent shall jointly control the conduct and resolution of such Tax Claim (or portion thereof). The Stockholders’ Representative and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period as defined in Section 7.1. If the Company Stockholders elect not to participate in the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period or a Straddle Period, the Stockholders’ Representative shall notify Seller Parent in writing and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the failure to give Seller notice in detail reasonably sufficient to apprise Seller Stockholders’ Representative informed of the nature of the Tax Claim, all developments on a timely basis and Parent shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of resolve such Tax Claim in a manner that Seller shall could reasonably be liable for any Loss resulting from such Tax Claim subject expected to have an adverse impact on the limitations set forth in Indemnifying Parties’ indemnification obligations under this Article IX, Seller shall (subject to Section 9.05(c) have Agreement without the right to represent the interests written consent of the Company and its Subsidiaries in such Tax Claim; providedStockholders’ Representative, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not Each party shall bear its own costs incurred in participating in any proceeding relating to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05If any claim shall be made by the Internal Revenue Service ("IRS") or the applicable state or local tax agency relative to the amount of gain includible in the taxable income of Synergistic for the taxable year in which the Divestiture occurs, such claim, including all notices, copies of all reports, correspondence or other materials relating to the claim or contention, shall be delivered to Holding and Xxxxxxxxx. The contesting of any claims and the handling of any controversies arising before the IRS or the applicable state or local tax agencies, including, but not limited to, any appearance before the IRS, any state or local tax agency or any court, shall be by counsel selected and paid for by Xxxxxxxxx or Holding, subject to approval by Synergistic which approval shall not be unreasonably delayed or withheld. Adjustments, settlements or other final determinations of such claims or controversies shall be made only with the approval of Synergistic if in accord with the recommendations of counsel and shall be binding upon Xxxxxxxxx, Holding and Synergistic. In the event that Holding and Xxxxxxxxx fail to employ counsel hereunder for the purpose of contesting any claim or handling any controversy (including, but not limited to filing any petition, claim for refund, or other applicable document with the IRS, a state or local tax agency or any applicable court), Synergistic shall be entitled to employ counsel, if notice of any legal proceedingit so chooses, audit or inquiry from a Governmental Body to contest, handle and represent Synergistic with respect to Taxes the claim or controversy or proceeding and all expenses and fees and expenses of the Company or any of its Subsidiaries other than Covered Taxes such counsel shall be received payable by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax ClaimHolding and Xxxxxxxxx; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent Synergistic shall not be unreasonably withheldrequired to employ counsel so to contest, conditioned handle or delayed). To represent it in such claim, controversy or proceeding if it does not elect to do so, and the extent Seller chooses not to exercise its rights pursuant amount of additional taxes determined by the IRS or any applicable state or local tax agency attributable to the previous sentenceDivestiture may be paid by Synergistic to the proper taxing authority, Buyer and the amount so paid shall have be included in determining the right to represent the interests amount of the Company Additional Income Taxes and its Subsidiaries in any Surplus Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)payable hereunder.

Tax Claims. Notwithstanding Section 9.05If, subsequent to the Closing, any of Buyer, the Acquired Companies, or Sellers receives notice of a claim by any Governmental Body that, if notice of any legal proceedingsuccessful, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date might result in an indemnity payment hereunder (a “Tax Claim”), then within 15 days after receipt of such notice, Buyer, the Acquired Companies, Seller Representative, as the case may be, shall give notice of such Tax Claim to the other parties. Seller Representative shall have the right to control the conduct and resolution of any such Tax Claim for which Sellers agree that any resulting Tax is covered by the indemnity provided in Section 10.10(a) hereof; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes of any Acquired Company for a post-Closing Tax Period, then Seller Representative and Buyer shall jointly control the conduct and resolution of such Tax Claim (or portion thereof) and in no event shall either such party settle or otherwise resolve any such Tax Claim without the written consent of the other party, which shall not be unreasonably withheld or delayed. Seller Representative and Buyer shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If Seller Representative elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, Seller Representative shall notify Seller Buyer in writing and Buyer shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Buyer shall keep Seller Representative informed of all developments on a timely basis. Each party shall bear its own costs incurred in participating in any proceeding relating to any Tax Claim. Tax-Sharing Agreements. All tax-sharing agreements or similar agreements with respect to or involving the failure to give Seller notice in detail reasonably sufficient to apprise Seller Acquired Companies shall be terminated as of the nature of Closing Date and, after the Tax ClaimClosing Date, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent Acquired Companies shall not be unreasonably withheld, conditioned bound thereby or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)liability thereunder.

Tax Claims. Notwithstanding Section 9.05In the event that, if notice of after the Closing Date, the Buyer, any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Target Company or any of its Subsidiaries their respective Affiliates, receives any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other than Covered Taxes shall be received by Buyer Proceeding for which Seller may be liable pursuant to Article IX the Sellers (or any Affiliate thereof) could have liability under this Agreement or as a matter of law for a taxable period ending on Taxes for any Pre-Closing Tax Period or before the Closing Date Straddle Period (each, a “Tax Claim”), the Buyer shall will, within ten (10) calendar days, notify Seller the Sellers in writing thereof. No failure or delay of such Tax Claim; provided, however, that Buyer in the failure to give Seller notice in detail reasonably sufficient to apprise Seller performance of the nature foregoing shall reduce or otherwise affect the obligations or liabilities of the Tax Claim, shall not relieve Seller of its obligations under Article IXSellers pursuant to this Agreement, except to the extent Seller is the Sellers are actually prejudiced therebyby such failure or delay. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have control, or cause the right applicable Target Company to represent control, the interests conduct of the Company and its Subsidiaries in any Tax Claim; provided, that with respect Sellers or their designees shall be entitled, at Sellers’ sole expense, to control the contest of any Tax Claim relating solely to a Pre-Closing Tax Period (including any Mexico Tax Matters) and shall have the right to participate, at Sellers’ sole expense, in any Tax Claim related to a Straddle Period. If the Sellers control a Tax Claim, (A) the Sellers shall not settle or otherwise resolve such Tax Claim Buyer shall not settle such claim without the consent prior written permission of Seller the Buyer (which consent permission shall not be unreasonably withheld, conditioned delayed, or delayedconditioned). Notwithstanding , and (B) the foregoing, Sellers will keep the Buyer shall have the right to represent the interest of the Company and its Subsidiaries reasonably informed with respect to the commencement, status and nature of any matter set forth on Tax Claim controlled by the Taxes Schedule; provided Sellers, including the status of any settlement negotiations. If the Buyer controls a Tax Claim that with respect relates to any such matter a liability of Sellers under applicable Legal Requirement or this Agreement, (A) the Buyer shall not settle or otherwise resolve such matter Tax Claim without the consent prior written permission of Seller the Sellers (which consent permission shall not be unreasonably withheld, conditioned delayed, or delayedconditioned), and (B) the Buyer will keep the Sellers reasonably informed with respect to the commencement, status and nature of any Tax Claim controlled by the Buyer, including the status of any settlement negotiations. The Buyer, its Affiliates and Sellers will cooperate in good faith in handling any Tax Claim, including by providing, or causing to be provided, all necessary authorizations, including powers of attorney, to control any Tax Claim.

Tax Claims. Notwithstanding Section 9.05(a) Should Buyer or Target receive any notice of a proposed assessment or claim in an audit or administrative or judicial proceeding (including the issuance of a "30-Day Letter," a "90-Day Letter" and a notice of audit) involving Indemnitor which, if notice of any legal proceedingdetermined adversely to the taxpayer, audit or inquiry from a Governmental Body would be grounds for indemnification under Section 7.2 with respect to Taxes (a "Tax Claim"), Buyer or Target shall notify Indemnitor promptly in writing; provided, however, that a failure to give such notice will not affect Buyer or Target's right to indemnification hereunder that unless Indemnitor establishes (and then only to the extent) that such failure diminished the ability of Indemnitor to avoid the Tax liability in question. In addition, Buyer or Target shall request the longest available extension of the Company time to contest, if there are fewer than 30 days to contest. (b) In the case of an audit or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant administrative or judicial proceeding that relates to Article IX for a taxable period periods ending on or before the Closing Date (a “Tax Claim”)Date, Buyer shall notify Seller in writing Indemnitor may, at its election and expense, control the conduct of such Tax Claimaudit or proceeding, and Buyer or Target, as appropriate, shall provide Indemnitor reasonably requested documentation to facilitate Indemnitor in controlling and conducting such audit or proceeding; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller Indemnitor shall not settle any such claim audit or proceeding without the advance written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld. Buyer or Target also may participate in any such audit or proceeding and, conditioned if Indemnitor does not assume the defense of any such audit or delayed). To proceeding, Buyer or Target may defend the extent Seller chooses same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to exercise its rights Indemnitor setting forth the terms and conditions of settlement. (c) Neither Buyer or Target nor Indemnitor shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the previous sentence, Buyer shall have other party for such period without the right to represent the interests written consent of the Company and its Subsidiaries in any Tax Claim; providedother party, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall may not be unreasonably withheld, conditioned . Buyer or delayed). Notwithstanding Target and Indemnitor shall cooperate in the foregoing, Buyer shall have the right to represent the interest defense against or compromise of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to claim in any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned audit or delayed)proceeding.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit (i) If the Buyer or inquiry from a Governmental Body with respect to Taxes of the Company or any Company Entity receives written notice of its Subsidiaries other than Covered Taxes shall any pending or threatened claim made or deficiency alleged relating to the Company or any Company Entity for the Pre-Closing Tax Period that would reasonably be received by Buyer for which Seller may be liable pursuant expected to Article IX for a taxable period ending on or before the Closing Date result in Losses that are indemnifiable under this Agreement, (each, a “Tax Claim”), the Buyer shall notify provide written notice to Sellers’ Representative within five (5) Business Days of receipt thereof. If the Sellers’ Representative or any Seller in writing receives written notice of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the a Tax Claim, (i) Sellers’ Representative (if it was the Person receiving such written notice) shall provide written notice to the Buyer or such Seller (if it was the Person receiving such written notice) shall provide written notice to the Sellers’ Representative, who shall then provide written notice to the Buyer, in all cases within five (5) Business Days of receipt thereof. In each case within this clause (i), notwithstanding anything to the contrary herein, the failure or delay in delivering such notice shall not relieve Seller a party of its obligations under Article IX, hereunder except to the extent Seller that such party is actually prejudiced thereby. Seller will by such failure or delay. (ii) With respect to any Tax Claims, the Sellers’ Representative shall have the right (but not the obligation), to be entitled to participate in exercised within ten (10) Business Days following its receipt of the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving written notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from by delivering written notice to the Buyer, to assume and thereafter conduct and control the defense of such Tax Claim subject (with counsel of the Sellers’ Representative’s choosing). For so long as the Sellers’ Representative is conducting and controlling such defense, (A) the Buyer shall have the right, but not the obligation, to participate in such defense with separate counsel of its choosing and at its own expense and (B) the Buyer, the Parent and Company shall (and shall cause each Company Entity to) cooperate with the Sellers’ Representative in such defense and make available to the limitations set forth Sellers’ Representative all witnesses, pertinent records, materials and information in this Article IXor under the Buyer, Seller the Parent, the Company or any Company Entity’s possession or control relating thereto as may be reasonably requested by the Sellers’ Representative. The Sellers’ Representative shall (subject not be permitted to Section 9.05(c) have consent to the right entry of any judgment or enter into any settlement of such Tax Claim which could reasonably be anticipated to represent adversely impact the interests Buyer, the Parent, the Company or any Company Entity for a post-Closing period without the prior written consent of the Company and its Subsidiaries in Buyer (such Tax Claim; provided, Seller shall consent not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). To In the extent Seller chooses not event the Company is subject to exercise its rights a final partnership adjustment for a Pre-Closing Tax Period, such adjustment shall be taken into account by the former partners pursuant to the previous sentence, Buyer shall have the right to represent the interests Section 6241(7) of the Code or the Company and its Subsidiaries in any Tax Claim; provided, that shall make or cause to be made an election under Section 6226 of the Code with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheldadjustment, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)each as applicable.

Tax Claims. Notwithstanding Section 9.05Xxxxx agrees to give prompt written notice to the Representative, if notice but in no event later than that date which is thirty (30) days after the receipt of any legal proceedingwritten notice by the Company, audit Buyer or inquiry from a Governmental Body any of Buyer’s Affiliates which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by Buyer pursuant to this Agreement with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing which notice must include a copy of such written notice; provided, that failure to comply with this provision will not affect Xxxxx’s right to indemnification hereunder, except and only to the extent that the Sellers are irreversibly and materially prejudiced by reason of such failure. The Representative will, at the Sellers’ expense, control the contest or resolution of any Tax ClaimClaim relating to any Tax period ending on or prior to the Closing Date; provided, however, that the failure Representative shall obtain the prior written consent of Buyer (not to give Seller notice in detail reasonably sufficient be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to apprise Seller of the nature of the Tax Claimdefend such claim; and, shall not relieve Seller of its obligations under Article IXprovided further, except to the extent Seller is actually prejudiced thereby. Seller that Buyer will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Xxxxx. Buyer will control the contest or resolution of any Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to is not described in the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claimpreceding sentence; provided, Seller however, that Xxxxx shall not settle such claim without obtain the prior written consent of Buyer or the Company, as applicable Representative (which consent shall not to be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not ) before entering into any settlement of a claim or ceasing to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company defend such claim; and its Subsidiaries in any Tax Claim; provided, further, that with respect the Representative will be entitled to such Tax Claim Buyer shall not settle participate in the defense of such claim without and to employ counsel of its choice for such purpose, the consent fees and expense of Seller (which consent separate counsel shall not be unreasonably withheld, conditioned or delayed). Notwithstanding borne solely by the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Sellers.

Tax Claims. Notwithstanding Section 9.05, if The Buyer and the Sellers’ Representative shall promptly notify each other in writing upon any notice of any legal proceedingpending or threatened claim, audit or inquiry from a Governmental Body with respect to Taxes audit, notice of the Company deficiency, examination, assessment, or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on proceeding or before the Closing Date claim (collectively a “Tax Claim”), Buyer shall notify Seller in writing of such ) which may affect any Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller liability of the nature of Sellers or for which the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller other party is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer Article VIII. The Sellers’ Representative shall have the right to represent the interests of the Company and its Subsidiaries direct and indirect owners other than Blocker in any Tax ClaimClaim relating to Flow-Through Income Tax Returns for Pre-Closing Tax Periods and employ counsel of their choice in connection therewith; provided, however, that with respect to any such Tax Claim, (i) the Sellers and the Sellers’ Representative shall, to the extent permitted by Law, take such actions as are needed to cause the Company to make a “push out” election under Section 6226 of the Code and any corresponding provision of state or local tax Law, (ii) the Buyer shall have the right, directly or through its designated Representatives, to participate in the defense of such Tax Claim Buyer and (iii) the Sellers’ Representative shall not settle or otherwise dispose of any such claim Tax Claim without obtaining the prior written consent of Seller (the Buyer in the event such settlement or disposition reasonably would be expected to adversely affect the Buyer or the Company or Blocker in any Tax period or portion thereof beginning after the Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, The Buyer shall have control any Tax Claim not described in the right to represent preceding sentence; provided, however, (i) the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle or otherwise dispose of any such matter Tax Claim without obtaining the prior written consent of Seller (the Sellers’ Representative in the event such settlement or disposition would affect the Sellers’ liability for Taxes or otherwise result in any unreimbursed costs for the Sellers, including any Taxes for which the Sellers are responsible hereunder or in the event such settlement or disposition relates to Tax Claims with respect to Straddle Period Flow-Through Income Tax Returns, which consent shall not be unreasonably withheld, conditioned or delayed)delayed and (iii) in the case of Tax Claims involving Straddle Period Flow-Through Income Tax Returns, the Buyer shall control such Tax Claim diligently and in good faith, the Buyer shall provide Sellers’ Representative with copies of all correspondence received from the applicable taxing authority, the Buyer shall provide to Sellers’ Representative copies of, and the reasonable opportunity to comment on, any written materials to be provided to the applicable taxing authority (including good faith consideration of any such comments) and the parties shall, to the extent permitted by Law, take such actions are needed to cause the Company to make a “push out” election under Section 6226 of the Code and any corresponding provision of state or local tax Law. The Buyer and the Company shall execute appropriate powers of attorney so as to allow the Sellers’ Representative to control any such Tax Claim described in the second sentence of this Section 6.3.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company (i) Promptly after receipt by Buyer or any of its Subsidiaries subsidiaries of written notice of the assertion or commencement of any claim, audit, examination, or other than Covered proposed change or adjustment by any Taxing Authority concerning any Taxes shall be received covered by Buyer for which Seller may be liable pursuant to Article IX for Section 6.1(a) (each a taxable period ending on or before the Closing Date (a “"Tax Claim”"), Buyer shall notify Seller. Such notice shall contain factual information (to the extent known by Buyer) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The failure of Buyer to give Seller prompt notice as provided herein shall not relieve Seller of any of its obligations under Section 6.1 except to the extent such failure has a material adverse effect on Seller's ability to defend the Tax Claim. (ii) Seller shall have the sole right to represent any Subsidiary's interests in writing any Tax audit or administrative or court or other proceeding or dealing relating to any Taxes covered by Section 6.1(a) and to employ counsel of its choice. Seller shall promptly notify Buyer if it decides not to control the defense or settlement of any such Tax Claimaudit or administrative or court proceeding and Buyer thereupon shall (iii) With respect to any taxable period of any Subsidiary beginning before and ending after the Closing Date, Buyer and Seller shall jointly control the defense and settlement of any Tax audit or administrative or court proceeding, and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that if either party shall refuse to consent to any settlement, closing or other agreement that the failure other party proposed to give Seller notice in detail reasonably sufficient accept (a "Proposed Settlement"), then (A) the liability with respect to apprise Seller the subject matter of the nature Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall have the right thereafter to control the defense and settlement of such Tax Claim, audit or proceeding (it being understood that the other party shall not relieve Seller be responsible for all expenses incurred thereafter in connection with the contest of its obligations under Article IX, such Tax audit or proceeding except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in that the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth final settlement imposes less liability on the Taxes Schedule; provided that with respect party who proposed to any such matter Buyer shall not settle such matter without accept the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedProposed Settlement than the Proposed Settlement would have imposed).

Tax Claims. Notwithstanding Section 9.05(a) If a claim shall be made by any taxing authority either (i) relating to any Pre-Closing Period or (ii) which, if successful, might result in an indemnity payment to Buyer pursuant to Section 8.6 (including any Tax Claims described in Section 8.5(d)), then Buyer shall give notice to Seller in writing of such claim and of any legal proceeding, audit or inquiry from a Governmental Body with respect counterclaim the Indemnified Party proposes to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date assert (each a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, 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, Seller is actually prejudiced thereby. Seller will be entitled to participate shall, solely at Seller’ cost and expense, control all proceedings and may make all decisions taken in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of connection with such Tax Claim that Seller shall be liable (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for any Loss resulting from a refund where applicable law permits such refund suits or contest the Tax Claim subject to in any permissible manner. Notwithstanding the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; providedforegoing, Seller shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise , and Buyer, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent the interests participate fully, at its sole cost and expense, in all aspects of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to 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 Corporation n a taxable period or portion thereof beginning after the Closing Date. (c) Seller and Buyer shall not jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Corporation for a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such claim Tax Claim without the prior written consent of Seller (the other, which consent shall not be unreasonably withheld, conditioned or delayed). (d) Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning after the Closing Date. Notwithstanding the foregoingSeller, Buyer and counsel of its own choosing, shall have the right to represent the interest participate at its sole cost and expense in all aspects of the Company prosecution or defense of such Tax Claim if Seller reasonably determines that such Tax Claim could result in Seller having an obligation to indemnify Buyer for all or a portion of such Tax Claim pursuant to Section 8.4, and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle any such matter Tax Claim without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Notwithstanding Section 9.05From and after the Closing, if Purchaser shall have right to fully control all Actions related to Company and the Company Subsidiaries. Solely with respect to an Action related to the Pre-Closing Tax Period that could reasonably be expected to increase any Taxes that are taken into account in calculating the Final Adjusted Purchase Price, the Sellers’ Representative, at its own expense, shall have the right to participate fully in such Actions, including without limitation by participating in any written or oral communications with any Governmental Authority, consulting on all significant decisions and providing input to Purchaser. Purchaser shall provide the Sellers’ Representative with notice of any legal proceedingwritten inquiries, audit audits, examinations or inquiry from a Governmental Body with respect to Taxes of proposed adjustments by the Company IRS or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant Governmental Authority that relate to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of any such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing Action within thirty (30) days Business Days of receiving notice from Buyer the receipt of such notice. The Parties each agree to consult with and to keep the other parties informed on a regular basis regarding the status of any such Actions; and that Purchaser shall consider in good faith to incorporate any reasonable comments made by the Sellers’ Representative. Purchaser shall not make any tax-related disclosure to any Tax Claim that Seller shall be liable for Authority in respect of any Loss resulting from such Tax Claim subject matters occurring on or prior to the limitations set forth Closing Date or the transactions contemplated by this Agreement to the extent such disclosure could reasonably be expected to result in this Article IX, Seller shall (subject to Section 9.05(c) have an increase any Taxes that are taken into account in calculating the right to represent the interests Final Adjusted Purchase Price without receipt of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the Sellers’ Representative’s prior written consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed)) except as necessary to comply with Legal Requirements. To In the extent Seller chooses not to exercise its rights pursuant to event of any overlap or conflict between the previous sentence, Buyer shall have the right to represent the interests provisions of the Company this Section 11.5 and its Subsidiaries in any Tax Claim; provided, that Section 8 with respect to such a Tax Claim Buyer claim, the provisions of this Section 11.5 shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)control.

Tax Claims. Notwithstanding Section 9.05In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the Internal Revenue Service or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against Seller pursuant to this Agreement, then the following exclusively shall apply: (a) After the Company receives actual notice of any legal proceedingsuch claim or alleged deficiency, audit Buyer shall, or inquiry from a Governmental Body with respect to Taxes of Buyer shall cause the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)to, Buyer shall promptly notify Seller in writing of such claim or alleged deficiency and shall not make payment of any Tax Claimclaimed for at least 30 days after the giving of such notice; provided, however, provided that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its affect the Seller’s indemnity obligations under Article IXhereof, except to the extent Seller is actually materially prejudiced thereby. by such failure; (b) Buyer shall, and Buyer shall cause the Company to, take commercially reasonable steps to make available to Seller will be entitled any relevant information relating to participate in such claim or alleged deficiency that is within the defense thereof and knowledge of Buyer or the Company; (c) If Seller desires that the Company contest such claim or alleged deficiency, or if Seller acknowledges in writing desires to assume the contest of such claim or alleged deficiency, Seller shall, within thirty (30) 30 days after receipt of receiving notice by Seller from Buyer or the Company of such Tax Claim claim or alleged deficiency: (i) request by written notice to Buyer and the Company that such claim or alleged deficiency be contested by Buyer or Seller, as Seller shall be liable for any Loss resulting from such Tax Claim subject may elect; (ii) if requested by Buyer or the Company, furnish Buyer and the Company with an opinion of independent tax counsel selected by Seller and approved by Buyer (the “Approved Counsel”), at Seller’s expense, to the limitations effect that a meritorious defense exists with respect to such claim or alleged deficiency; and (iii) 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 Seller furnishing Buyer and the Company with such items as are set forth in this Article IXSection 10.4.4(c), either (i) Buyer shall take all actions and execute all documents, powers of attorney, instruments or certificates, reasonably requested by Seller or the Approved Counsel to enable Seller to assume the contest of such claim or alleged deficiency, or (ii) Buyer shall cause the Company to take such all legal or other action reasonably requested by the Approved Counsel in contesting such claim or alleged deficiency (provided that in no event shall it be deemed reasonable for the Company to take any action that would cause it to incur any liability for which it is not indemnified pursuant hereto), 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 Seller 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; (subject e) In no event shall Buyer settle or compromise any such claim or alleged deficiency, resulting in the liability of Seller to pay or reimburse Buyer or the taxing authority, without the prior written consent of Seller; and (f) If Seller has paid additional amounts to Buyer or the Company pursuant to Section 9.05(c10.4.4(d) have the right with respect to represent the interests of a Tax claim, action or proceeding and such Tax claim shall be ultimately recovered in whole or in part by Buyer or the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent or a subsidiary of Buyer or the Company, as applicable by reason of agreement with the Internal Revenue Service, the United States or other appropriate taxing authority, or any court decision (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests including a decision of the United States Tax Court or other comparable court or forum) which is not appealed, then Buyer or the Company and its Subsidiaries in any Tax Claim; providedor the applicable subsidiary, that as the case may be, shall pay Seller the additional amounts previously paid by Seller to Buyer or the Company with respect to such the Tax Claim claimed which was ultimately recovered plus any interest thereon received by Buyer shall not settle such claim without or the consent of Seller (which consent shall not be unreasonably withheldCompany, conditioned within 15 days after receipt thereof by Buyer or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Company.

Tax Claims. Notwithstanding Section 9.05(i) After the Closing and until the RWI Indemnity Escrow Funds are released in accordance with this Agreement and the Escrow Agreement, if Purchaser, the Companies and their respective Affiliates shall promptly notify the Sellers’ Representative in writing upon receiving notice from any Governmental Authority of the commencement of any legal proceedingclaim, audit audit, examination, or inquiry from a Governmental Body with respect administrative or court proceeding relating to any Taxes of the Company Companies or any Tax Return filed by any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Companies (a “Tax Claim”), Buyer shall notify Seller in writing of such ) for a Pre-Closing Tax ClaimPeriod or a Straddle Period; provided, however, that no failure or delay in notifying the failure to give Seller notice in detail reasonably sufficient to apprise Seller of Sellers’ Representative shall relieve the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, Sellers from any obligation hereunder except to the extent Seller is that they are actually and materially prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer as a result of such Tax Claim that Seller failure to delay. (ii) Purchaser shall be liable for any Loss resulting from such Tax Claim subject to control the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests conduct of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheldthat, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries solely with respect to any matter set forth on Tax Claim that relates to a Pre-Closing Tax Period and only until the Taxes Schedule; provided earlier of (1) the time that the RWI Indemnity Escrow Funds are released in accordance with respect this Agreement and the Escrow Agreement and (2) the time that the amount of outstanding claims for indemnification under Section 8.02 exceed the remaining RWI Indemnity Escrow Funds, 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 matter Buyer shall Tax Claim and (D) not settle such matter without Tax Claim with first obtaining the Sellers’ Representative’s prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) In connection with a Tax Claim that relates to an income Tax Return 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 similar state or local Law), (B) file any statements or take any other actions required by applicable Law in order to make any such election with respect to any “imputed underpayment” within the meaning of Section 6225 of the Code (or any similar provision of any state or local Law) arising in connection with any such Tax Claim, (C) provide each other with any information necessary to make the election described in clause (A) or file any statements or take any actions contemplated by the preceding clause (B), and (D) not make, or permit the Georgia Company to make, any election to cause the Partnership Audit Rules to apply to any taxable period of the Georgia Company ending prior to January 1, 2018, including by making an election under Treasury Regulations Section 301.9100-22 (or any similar provision of state or local Law). (iv) Notwithstanding anything in this Agreement to the contrary, this Section 6.15(c) shall control with respect to any Tax Claim.

Tax Claims. Notwithstanding Section 9.05, if (a) The Purchaser shall promptly notify the Sellers in writing upon receipt by the Company or any Subsidiary of a written notice of any legal proceeding, audit or inquiry from a Governmental Body Action with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for Subsidiary which Seller the Sellers may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date have liability under this Agreement (a “Tax Claim”); provided, Buyer that no failure or delay by the Purchaser to provide notice of a Tax Claim shall notify Seller in writing reduce or otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are actually and materially prejudiced thereby. (b) At their expense, the Sellers shall be entitled to control any Tax Claim for a Pre-Closing Period; provided, that (i) the Sellers shall keep the Purchaser reasonably informed regarding the progress and substantive aspects of such Tax Claim; provided, however(ii) pay any relevant outstanding Tax to the applicable Governmental Authority, that and (iii) if the failure compromise or settlement of a Tax Claim could reasonably be expected to give Seller notice in detail reasonably sufficient to apprise Seller have an adverse effect on the Tax liability of the nature Company or any Subsidiary, Purchaser or any of the Tax ClaimPurchaser’s Affiliates for any Post-Closing Period, the Sellers shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of compromise or settle any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to without obtaining the limitations set forth in this Article IXPurchaser’s prior written consent, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not . (c) The Purchaser shall be entitled to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in control any Tax ClaimClaim for a Straddle Period; provided, that with respect (i) the Purchaser shall keep the Sellers reasonably informed regarding the progress and substantive aspects of such Tax Claim, (ii) the Sellers shall be entitled to participate in any such Tax Claim Buyer at their own expense, and (iii) the Purchaser shall not compromise or settle any such claim Tax Claim without obtaining the prior written consent of Seller (each of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed). . (d) Notwithstanding anything to the foregoingcontrary in this Agreement, Buyer this Section 6.04 shall have the right to represent the interest of the Company and its Subsidiaries control with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax Claim.

Tax Claims. Notwithstanding Section 9.05, if notice of (i) With respect to any legal proceeding, Tax audit or inquiry from a Governmental Body with respect to similar administrative or judicial proceeding for Taxes of the Company or any of its Subsidiaries related to a Pre-Closing Tax Period (other than Covered Taxes shall be received by Buyer a Straddle Period) for which Seller may be liable a claim for indemnification pursuant to Article IX for a taxable period ending on or before the Closing Date this Agreement could be made (a “Tax Claim”), Buyer shall notify Seller in writing of shall, solely at its cost and expense, control all such Tax ClaimClaims; provided, however, that the failure with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such any Tax Claim that Seller covering a Company Pre-Closing Tax Return (A) Buyer shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests fully participate in any such Tax Claim with counsel of the Company its own choosing, (B) Seller shall provide Buyer with a timely and its Subsidiaries in reasonably detailed account of each stage of such Tax Claim; provided, (C) Seller shall first consult, in good faith with Buyer before taking any action with respect to the conduct of such Tax Claim, (D) Seller shall consult with Buyer and offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim, (E) Seller shall defend such Tax Claim diligently and in good faith as if it were the only party in interest in connection with such Tax Claim, and (F) Seller shall not settle settle, compromise or abandon any such claim Tax Claim without obtaining the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise , if Buyer or one of its rights pursuant to the previous sentence, Affiliates would suffer adverse consequences as a result. (ii) Buyer shall have the right to represent the interests of the Company and its Subsidiaries in control all Tax Claims (other than any Tax ClaimClaim in respect of a Combined Tax Return) related to a Straddle Period; provided, that however, (A) Buyer shall provide Seller with respect a timely and reasonably detailed account of each stage of such Tax Claim, (B) Buyer shall consult with Seller before taking any significant action in connection with such Tax Claim, (C) Buyer shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim, (D) Buyer shall defend such Tax Claim diligently and in good faith as if it were the only party in interest in connection with such Tax Claim, (E) Seller shall be entitled to participate in such Tax Claim and attend any meetings or conferences with the relevant Governmental Entity, and (F) Buyer shall not settle settle, compromise or abandon any such claim Tax Claim without obtaining the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). . (iii) Notwithstanding anything to the foregoingcontrary in this Agreement, Buyer Seller shall have the exclusive right to represent control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, any Tax Claim with respect to (i) any Tax Return of Seller or any of its Affiliates (other than the interest Company or any of its Subsidiaries) or (ii) any Combined Tax Return; provided, however, that in the case of a Tax Claim with respect to a Combined Tax Return that relates to Taxes of the Company or any of its Subsidiaries, Seller shall provide Buyer with a timely and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any reasonably detailed account of each stage of such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax Claim.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from (i) If a Governmental Body with respect to Authority or Tax authority asserts a claim for income Taxes of the against any Acquired Company for any Pre-Closing Tax Period or for any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Straddle Period (any such action, a “Tax Claim”), then Buyer shall notify Seller promptly (but in writing no event later than ten (10) days after its receipt of notice of such Tax Claim; provided, however, that ) provide to Seller written notice specifying in reasonable detail the failure to give Seller notice in detail reasonably sufficient to apprise Seller basis for such Tax Claim and shall include a copy of the nature relevant portion of any correspondence received from the Governmental Authority in respect of such Tax Claim. (ii) If, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days after Seller receives notice of receiving a Tax Claim pertaining to a Pre-Closing Tax Period, Seller provides to Buyer a written notice from Buyer of that Seller elects to contest and to control the defense or prosecution of, such Tax Claim that Claim, then Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent defend or prosecute and the interests of the Company and its Subsidiaries in right to control, at Seller’s expense, such Tax Claim; provided. For any Tax Claim the defense or prosecution of which Seller controls, (A) Seller shall not settle such claim defend or prosecute the Tax Claim diligently and in good faith; (B) Seller shall not, without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent , enter into any compromise or settlement of such Tax Claim; (C) Seller chooses not shall inform Buyer of all material developments and events relating to exercise its rights pursuant to the previous sentencesuch Tax Claim; (D) if requested by Seller, Buyer shall have the right provide or cause to represent the interests of the Company be provided to Seller any information reasonably requested by Seller relating to such Tax Claim, and its Subsidiaries Buyer shall otherwise cooperate with Seller in any good faith in order to contest effectively such Tax Claim; providedand (E) Buyer or its authorized representative shall be entitled, that with respect at the expense of Buyer, to participate in all conferences, meetings and proceedings relating to such Tax Claim. (iii) If Seller does not timely elect to control a Tax Claim described in Section 6.02(b)(ii) or is not entitled to control a Tax Claim because it relates to a Straddle Period, Buyer, at its expense, shall control the defense or prosecution of such Tax Claim (each, a “Buyer Controlled Proceeding”). For any Buyer Controlled Proceeding, (A) Buyer shall not settle such claim defend or prosecute the Tax Claim diligently and in good faith; (B) Buyer shall not, without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed). Notwithstanding conditioned, enter into any compromise or settlement of such Tax Claim; (C) Buyer shall inform Seller of all developments and events relating to such Tax Claim; (D) if requested by Buyer, Seller shall provide or cause to be provided to Buyer any information in Seller’s possession reasonably requested by Buyer relating to such Tax Claim, and Seller shall otherwise cooperate in good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim; and (E) Seller shall be entitled, at its expense, to participate in all conferences, meetings and proceedings relating to such Buyer Controlled Proceedings. (iv) Buyer and Seller hereby agree that the foregoing, Buyer Xxxxxx claim filed against a certain resolution issued by the Federal Court of Justice for Administrative Matters regarding the tax assessment issued by the Mexican Tax authorities against the Mexican Acquired Company in connection to the fiscal year 2008 matter listed on Item 1 of Section 4.20(a)(v) of the Disclosure Schedules shall be treated as a Tax Claim (the “Mexico Tax Claim”) and that Seller shall have the right to represent control, at Seller’s sole expense, the interest Mexico Tax Claim as such Tax Claim relates to a Pre-Closing Tax Period. Buyer further agrees that Seller may continue to use the advisor currently representing the Acquired Companies as of the Company and its Subsidiaries Closing Date with respect to any matter set forth on the Taxes Schedule; provided Mexico Tax Claim and that Buyer will use, or cause the applicable Acquired Companies to use, its commercially reasonable efforts to cooperate with respect Seller in obtaining access to any services as may be reasonably required by such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)advisor.

Tax Claims. Notwithstanding Section 9.05(a) If Purchaser, if any of its Affiliates or, effective upon the Closing, the Target Subsidiaries, receives any notice of any legal deficiency, proposed adjustment, adjustment, assessment audit, examination or other administrative or court proceeding, audit suit, dispute or inquiry from other claim (a Governmental Body "Tax Claim") asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to Taxes a Pre-Closing Period, Purchaser shall promptly notify the Sellers of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing receipt of such Tax ClaimClaim and shall give the Sellers such information with respect thereto as the Sellers may reasonably request provided, however, that the failure to give such notice on a timely basis shall not affect the indemnification provided herein except to the extent the indemnifying party has been actually and materially prejudiced as a result of such failure. The Sellers shall have the right to assume the defense (at the Sellers' expense) of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period through counsel of Sellers' own choosing by notifying Purchaser within twenty days of the receipt by the Sellers of such notice from Purchaser provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Sellers shall be liable for the fees and expenses of counsel employed by Purchaser for any period during which the Sellers have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Sellers assume such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers, it being understood that the Sellers shall control such defense. Sellers shall not enter into any settlement with respect to any such Tax Claim without Purchaser's prior written consent, which shall not be unreasonably withheld. (b) If any of the Sellers or their Affiliates receives any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Straddle Period or a Post-Closing Period, Sellers shall promptly notify the Purchaser of the receipt of such Tax Claim and shall give the Purchaser such information with respect thereto as the Purchaser may reasonably request; provided, however, that the failure to give Seller such notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, on a timely basis shall not relieve Seller of its obligations under Article IX, affect the indemnification provided herein except to the extent Seller is the indemnifying party has been actually and materially prejudiced therebyas a result of such failure. Seller will The Purchaser shall be entitled to participate in solely responsible for controlling the defense thereof of any Tax Claim asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to (i) a Straddle Period or a Post-Closing Period and (ii) a Pre-Closing Period to the extent Sellers have failed to defend such Tax Claim, provided, however, that if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from relates to a Straddle Period, Sellers, may, at their own expense, participate in such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have extent the right to represent the interests of the Company and its Subsidiaries matters raised in such Tax Claim; provided, Seller Claim relate to Pre-Closing Straddle Periods. Purchaser shall not settle such claim enter into any settlement with respect to a Pre-Closing Period without the consent of Buyer or the CompanySellers' prior written consent, as applicable (which consent shall not be unreasonably withheld. (c) Notwithstanding any other provision of this Agreement, conditioned or delayed). To the extent Seller chooses Sellers shall not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent control, defend, settle, compromise or contest any Tax Claim to the interests of the Company extent that Purchaser and its Subsidiaries in any Tax Claim; provided, that Affiliates waives their right to indemnification from the Sellers with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Claim.

Tax Claims. Notwithstanding Section 9.05Buyer shall notify the Seller, if notice and the Seller Parties shall notify the Buyer, after acquiring knowledge of any legal proceedinginquiry, audit claim, audit, assessment, proceeding or inquiry from a Governmental Body similar event with respect to any Taxes of the Company for a Pre-Closing Tax Period or any of its Subsidiaries other than Covered Taxes shall be received by Buyer Tax for which a Seller may be liable pursuant to Article IX for a taxable period ending on Party has an indemnification obligation under the terms of this Agreement (any such inquiry, claim, audit, assessment, proceeding or before the Closing Date (similar event, a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller such notice in detail reasonably sufficient shall not affect the indemnification provided hereunder, unless the Party who was supposed to apprise Seller receive such notice has been materially prejudiced by such failure. Buyer shall control any Tax Claim other than any Tax Claim of the nature Seller or another member of the Seller Consolidated Group (other than the Company) related to a Seller Consolidated Tax ClaimReturn; provided, shall not relieve Seller of its obligations under Article IXthat with respect to any Tax Claim controlled by Buyer, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate participate, at its own cost and expense, in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim at its own expense, and to employ counsel of its choice for such purpose at its own expense; provided further, that Seller shall with respect to any Tax Claim controlled by Seller, the Buyer will be liable for any Loss resulting from entitled to participate, at its own cost and expense, in the defense of such Tax Claim subject at its own expense, and to the limitations set forth in this Article IXemploy counsel of its choice for such purpose at its own expense. Buyer shall not, Seller and shall (subject to Section 9.05(c) have the right to represent the interests of not allow the Company and its Subsidiaries to, settle, resolve, or abandon a Tax Claim (whether or not the Seller participates in such Tax Claim; provided, Seller shall not settle such claim ) without the prior written consent of Buyer or the CompanySeller, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to that the previous sentenceprovisions of this Section 6.2(d) conflict with the provisions of Article 8, Buyer this Section 6.2(d) shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)control.

Tax Claims. Notwithstanding Section 9.05(a) If a claim shall be made by any Taxing Authority, which, if notice successful, might result in an indemnity payment to an Indemnified Party, one of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company its Affiliates or any of its Subsidiaries other than Covered Taxes their respective Representatives, then such Indemnified Party shall be received by Buyer for which Seller may be liable pursuant give notice to Article IX for the Indemnifying Party in writing of such claim and of any counterclaim the Indemnified Party proposes to assert (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date (a “Tax Claim”)Date, Buyer Seller shall notify Seller control all proceedings and may make all decisions taken in writing of connection with such Tax ClaimClaim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the failure to give Seller notice must first consult, in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except good faith with Purchaser before taking any action with respect to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer conduct of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to Claim. Notwithstanding the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; providedforegoing, Seller shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyPurchaser, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise and Purchaser, and counsel of its rights pursuant to the previous sentenceown choosing, Buyer shall have the right to represent participate fully in all aspects of the interests prosecution or defense of such Tax Claim. (c) Seller and Purchaser shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company and its Subsidiaries in or any Tax Claim; provided, that with respect to Subsidiary for a Straddle Period. Neither Seller nor Purchaser shall settle any such Tax Claim Buyer shall not settle such claim without the prior written consent of Seller the other. (which consent d) Purchaser shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries control all proceedings with respect to any matter set forth Tax Claim relating to a taxable period beginning after the Closing Date. Seller shall have no right to participate in the conduct of any such proceeding. (e) Purchaser, the Company, each of the Subsidiaries and each of their respective Affiliates on the Taxes Schedule; one hand, and Seller and its respective Affiliates on the other, shall reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to 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 explanation of any material provided that with respect hereunder or to any testify at proceedings relating to such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax Claim.

Tax Claims. Notwithstanding Section 9.05, if notice (i) In case of any legal proceedingClaim, audit audit, investigation, court proceeding or inquiry from a Governmental Body other dispute with respect to Taxes of any Tax matter that affects the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Purchased Assets (a “Tax Claim”)) that, if successful, might result in an indemnity payment under Article IX, Buyer shall will notify Seller in writing of such Claim no later than ten Business Days after written notice of such Tax ClaimClaim is received by Buyer; provided, however, that the failure to give Seller provide timely notice in detail reasonably sufficient will not affect Buyer’s right to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, indemnification hereunder except to the extent that Seller is actually prejudiced thereby. . (ii) With respect to any Tax Claim relating to (A) Taxes attributable to (1) the applicable Excluded Assets for any and all periods or (2) the Purchased Assets, in each case, for any and all periods ending before the Closing Date; or (B) any other Taxes for which Seller might be entirely liable, then Seller will be entitled 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) Buyer and Seller will 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 that may result in a Liability for both parties. The costs incurred by Buyer and Seller in connection with such proceedings will be borne by the defense thereof and if parties in proportion to their Liability for the Taxes asserted in the Tax Claim. Neither Buyer nor Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of will settle or compromise any such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to without the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests prior written consent of the Company and its Subsidiaries in such Tax Claim; providedother, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall will not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence. (iv) Except as otherwise provided in this Section 8.2, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that will control all proceedings with respect to such Tax Claim Buyer shall not settle such claim without Claims attributable to the consent of Seller Purchased Assets for any taxable year or period beginning on or after the Closing Date. (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries v) This Section 8.2 will govern with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax matter.

Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of From and after the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)Closing, Buyer shall notify Seller in writing within three (3) Business Days of receipt by Buyer or any of its Affiliates (including the Acquired Companies) of notice of any pending or threatened federal, state, local or foreign Tax Proceeding that would reasonably be expected to give rise to an indemnity claim under this Agreement; provided, however, that any failure to so notify shall not limit any of the obligations of the Indemnifying Party under Article 7 (except to the extent such failure materially prejudices the defense of such Tax ClaimProceeding). Seller shall have the right to control any Tax Proceeding that relates to any Pre-Closing Tax Period and, if Seller chooses to control any such Tax Proceeding, Seller shall make all decisions (including selection of counsel) with respect to such Tax Proceeding and may, in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Body taken in connection thereof; provided, however, that the failure Seller shall keep Buyer apprised of all material developments, including settlement offers, with respect to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled Proceeding and permit Buyer to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax ClaimProceeding at Buyer’s expense; provided, further, the Seller shall not settle such claim consent to the entry of any judgment or enter into any settlement with respect to the Tax Proceeding without the prior written consent of Buyer or the CompanyBuyer, as applicable (which consent shall will not -15- be unreasonably withheld, conditioned conditioned, or delayed). To In the extent Seller chooses not to exercise its rights pursuant to event of any conflict or overlap between the previous sentenceprovisions of this Section 8.5 and Section 7.6, Buyer the provisions of this Section 8.5 shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)control.

Tax Claims. Notwithstanding Section 9.05(i) After the Closing, if each of Seller and Buyer shall promptly notify the other party in writing upon receipt of any written notice of any legal proceeding, pending or threatened audit or inquiry from a Governmental Body with respect assessment, suit, proposed adjustment, deficiency, dispute, distractive or judicial proceeding or similar claim relating to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”)) with respect to damages for which Seller could be liable pursuant to this Agreement; (ii) Seller shall have a right to control, Buyer shall notify Seller in writing at its own cost, without affecting its or any other party’s rights to indemnification under this Agreement, the defense of such all Tax ClaimClaims relating to any Pre-Closing Period or Straddle Period; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent materially participate, without affecting its or any other party’s rights to indemnification under this Agreement, in the interests defense of all Tax Claims relating to any Straddle Period; (iii) Buyer shall have a right to control, at its own cost, without affecting its or any other party’s rights to indemnification under this Agreement, the Company and its Subsidiaries defense of all Tax Claims relating to any Post-Closing Period; (iv) Buyer shall not settle any Tax Claim relating to any Straddle Period or Post-Closing Period that will in any way affect Taxes on a Pre-Closing Period or Straddle Period without the prior written consent of Seller, which consent will not be unreasonably withheld; and (v) Notwithstanding any other provision in this Agreement to the contrary, failure of Buyer to give notice to Seller of a Tax Claim for which Seller could be liable under this Section 2.4(g) shall, to the extent Seller does not otherwise have nor should have knowledge of such Tax Claim; provided, that with respect result in forfeiture of Buyer’s right to any and all indemnification related to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)under this Agreement.

Tax Claims. Notwithstanding Section 9.05After the Closing, if notice Seller, Buyer, the Companies and GMMV, and their respective Affiliates, shall promptly notify each other in writing of any legal inquiry, proposed assessment, commencement of any Tax audit or administrative or judicial proceeding, audit or inquiry from a Governmental Body of any demand or other claim with respect to Taxes or Tax Returns of the any Company or GMMV relating to a Pre-Closing Tax Period (including, for avoidance of doubt, in respect of any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date Straddle Period) (each, a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the . Any failure to give Seller provide such notice in detail reasonably sufficient a timely manner pursuant to apprise Seller of the nature of the Tax Claim, this Section 5.16(d) shall not relieve Seller limit the obligations of its obligations any Party under Article IXthis Agreement, except to the extent Seller such Party is actually materially prejudiced thereby. Notices required to be given by or to Seller, either Company, GMMV or Buyer, and their respective Affiliates, shall contain factual information (to the extent known to Seller, such Company, GMMV, Buyer, or their respective Affiliates, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect of any such asserted Tax liability. In the case of a Tax Claim that relates to a Pre-Closing Tax Period (other than in respect of a Straddle Period or any Seller will be entitled to participate in Combined Return), Seller (at Seller’s expense) shall control the defense thereof conduct and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer settlement of such Tax Claim that Claim, and Buyer shall have the right, but not the obligation, to participate (at Buyer’s expense and by employing counsel of its choosing) in any such Tax Claim. Seller shall be liable for (i) use commercially reasonable efforts to provide Buyer with copies of all material correspondence from any Loss resulting from Governmental Entity relating to such Tax Claim, (ii) use commercially reasonable efforts to permit Buyer to attend meetings and review and comment on submissions relating to any such Tax Claim, and (iii) shall not settle or otherwise resolve such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the prior written consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To In the extent case of a Tax Claim that relates to a Straddle Period, Buyer (at its expense) shall control the conduct of such Tax Claim and Seller chooses shall have the right, but not the obligation, to exercise participate (at Seller’s expense and by employing counsel of its rights pursuant to the previous sentencechoosing) in any such Tax Claim. In respect of any such Tax Claim in respect of a Straddle Period, Buyer shall have the right to represent the interests provide Seller with copies of the Company and its Subsidiaries in all material correspondence from any Tax Claim; provided, that with respect Governmental Entity relating to such Tax Claim Buyer Claim, permit Seller to attend meetings and review and comment on submissions relating to any such Tax Claim, and shall not settle or otherwise resolve such claim Tax Claim without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the foregoingcontrary in this Agreement, Buyer shall have the right to represent the interest of the Company sole and its Subsidiaries exclusive control over any Tax Claim with respect to any matter set forth on the Taxes Schedule; provided that Buyer Combined Return and Seller shall have sole and exclusive control over any Tax Claim with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Combined Return.

Tax Claims. Notwithstanding Section 9.05(a) If a claim shall be made by any Governmental Authority or any third party that, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 7.01, then such indemnified party shall give notice to the indemnifying party in writing of such claim and of any legal proceeding, audit or inquiry from a Governmental Body with respect counterclaim the indemnified party proposes to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date assert (a “Tax Claim”); provided, Buyer however, the failure to give such notice shall notify Seller in writing 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 ClaimClaim relating to a Pre-Closing Tax Period, the 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 xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the failure to give Seller notice must first consult in detail reasonably sufficient to apprise Seller of good faith with the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except Purchasers before taking any action with respect to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer conduct of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to Claim. Notwithstanding the limitations set forth in this Article IXforegoing, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim Tax Claim without the prior written consent of Buyer or the CompanyPurchasers, as applicable (which consent shall not be unreasonably withheld, conditioned or delayedunless such settlement would not materially increase the Tax liability of the Purchasers under Section 7.01(b). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer The Purchasers and counsel of their own choosing shall have the right to represent participate fully in all aspects of the interests prosecution or defense of such Tax Claim, provided that the Purchasers reasonably determine that such Tax Claim could materially increase the Tax liability of the Purchasers under Section 7.01(b). (c) The Seller and the Purchasers shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of either Company or any of the Company Subsidiaries for a Straddle Period, and its Subsidiaries in shall bear their own respective costs and expenses. Neither the Seller nor the Purchasers shall settle any such Tax Claim; provided, that Claim without the prior written consent of the other (which consent will not be unreasonably withheld or denied). (d) The Purchasers shall control all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning after the Closing Date. The Seller shall have no right to participate in the conduct of any such proceeding. Notwithstanding the foregoing, to the extent that the Tax Claim could give rise to a liability of the Seller under Section 7.01(a), (i) the Purchasers must first consult in good faith in writing with the Seller before taking any action with respect to the conduct of such Tax Claim Buyer Claim, and (ii) the Purchasers shall not settle such claim Tax Claim without the prior written consent of Seller (the Seller, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).