Common use of Tax Contests Clause in Contracts

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Contests. Buyer shall notify Seller within fifteen (A15) If, following the Closing Date, Parent, the Surviving Corporation days of receipt by Buyer or any of its Affiliates (including, after the Group Companies receives from any Taxing Authority written Closing, the Company) of notice of any pending or threatened assessment or claim in any audit, litigation or other proceeding relating to any Excluded Tax Contest with respect (a “Tax Contest”), provided, however, that failure of the Buyer to timely give the notice provided in this Section 5.3 to Seller shall not affect Seller’s obligations hereunder unless Seller can demonstrate that it was actually prejudiced by such failure and, in which case, Seller’s obligations hereunder shall be reduced to the Parent, extent (and only to the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy extent) of such notice prejudice. Buyer shall have the right to control any such Tax Contest, including the Stockholders’ Representativesettlement or other disposition thereof; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Seller shall have the rightright to participate, at its own expense, to controlin any such Tax Contest, manage and be responsible for (b) Buyer shall consider in good faith any Tax Contest reasonable comments of Seller with respect to the extent that conduct of such Tax Contest, (c) Buyer shall keep Seller reasonably informed of the status of such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests (including by providing Seller with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed copies of all material developments written correspondence with a taxing authority regarding such Tax Contest. Parent matter), and the Surviving Corporation may participate in (d) Buyer shall not settle or compromise any such Tax Contest and the Stockholders’ Representative shall not settlethat may give rise to an indemnification claim pursuant to ARTICLE IX, compromise or otherwise resolve such Tax Contest without the prior consent of the Surviving Corporation and ParentSeller, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Notwithstanding anything to the contrary in this Agreement, Seller shall keep have the Surviving Corporation exclusive right to control in all respects, and Parent informed neither Buyer nor any of its Affiliates (including, after the progress of all such Closing, the Company) shall be entitled to participate in, any Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect Contest that solely relates to any Tax Contest relating to Taxes or Tax Returns Return of a Straddle Period consolidated, combined or within unitary group that includes Seller or any of its Affiliates and where Seller is responsible for any related Tax that may arise from such Tax Contest. In the scope event of any conflict or overlap between the provisions of this Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to 5.3 and any other provisions in this Agreement, the provisions of this Section 5.3 will control. For the avoidance of doubt, Parent shall, solely at Parent’s own cost and expense, control all proceedings any claim for indemnification in connection with respect of such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably will be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedgoverned by ARTICLE IX.

Tax Contests. (A) If, following The Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller or the Closing Date, Parent, the Surviving Corporation or Sellers’ Representative of any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest inquiries, claims, assessments, audits or similar events with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Taxes relating to a Pre-Closing TaxesTax Period (any such inquiry, Parent shall promptly provide claim, assessment, audit or similar event, a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders“Tax Matter”). Sellers’ Representative shall not affect may elect to have sole control of the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result conduct of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests Matter with respect to a Straddle Period StockholdersPre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall keep Parent informed of all material developments regarding settle or compromise such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest Matter without the prior written consent of the Surviving Corporation and ParentPurchaser, which consent will shall not be unreasonably withheld, conditioned delayed or delayedconditioned. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersIf Sellers’ Representative does not elect to have such sole control, Parent Purchaser shall, solely at Parent’s own cost and expenseSellers’ Representative shall cause the Sellers to, control provide copies of all proceedings in connection correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Contest (including selection Matter without the prior written consent of counsel)Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to matter could result in the Stockholders being liable for any amounts hereunderliability of Sellers under this Agreement, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent Purchaser shall not settle take such Tax Contest action without the written consent approval of StockholdersSellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned, or delayed. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. (A) IfBuyer shall notify the Seller in writing upon receipt by Buyer of any written notice from a Governmental Entity of an audit, following contest, examination, litigation or other controversy with respect to Taxes of the Closing Date, Parent, the Surviving Corporation Company or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect its Subsidiaries which may give rise to a claim for Taxes for which the ParentSeller may have an indemnification obligation (each, a “Tax Contest”); provided that any failure by Buyer to so notify the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative Seller shall not affect relieve the Parent Indemnitee’s right to receive Seller of its indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually obligations hereunder unless and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely the Seller is materially and adversely prejudiced thereby. Except as provided in the next sentence, the Seller, at its own expense, shall be permitted to Pre-Closing Taxesparticipate in, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such but not control, any Tax Contest and the Stockholders’ Representative Buyer shall not settle, compromise settle or otherwise resolve such compromise any Tax Contest if such settlement or compromise would result in an indemnification obligation of the Seller without the prior written consent of the Surviving Corporation and ParentSeller, which such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any the ongoing sales and use Tax Contest relating audit of the Company by the taxing authority of the State of Texas for the period January 1, 2014 through April 30, 2017 that is disclosed in Schedule 2.11(d) of the Company Disclosure Letter, (the “Texas Audit”), Buyer and Seller have agreed that (i) Seller shall (1) continue to Taxes or Tax Returns control the Texas Audit after the Closing Date until the Texas Audit is completely and finally resolved, (2) periodically consult with the Buyer with respect to, and apprise Buyer of a Straddle Period or within the scope of Section 8.2(d)(iii)(Bstatus of, the Texas Audit, (3) which Stockholders’ Representative does permit the Buyer, at its own expense, to participate in, but not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax ContestTexas Audit, and (z4) Parent shall not have the authority to settle such Tax Contest without or otherwise compromise the written Texas Audit with the consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditionedconditioned or delayed (and for the avoidance of doubt, Buyer’s inability to pay or cause to be paid Taxes due pursuant to the following clause (ii) shall not be reasonable grounds to withhold consent), (ii) Buyer shall, or delayedshall cause the Company to, timely pay the full amount of any Taxes due to the taxing authority of the State of Texas in connection with any such settlement or compromise, provided that the principal amount of the Note shall be reduced by an amount equal to the amount of Pre-Closing Taxes that Buyer and Seller have agreed that Seller would be liable for in connection with such settlement or compromise pursuant to Section 9.1(a)(v) (or if the principal amount of the Note has been reduced to zero (0), Seller shall pay such Pre-Closing Taxes to the taxing authority of the State of Texas subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and 9.5) that are applicable to Indemnifiable Damages under Section 9.1(a)(v)); provided, further, that in the event that Buyer does not timely pay, or cause the Company to timely pay, the amount due pursuant to the foregoing clause (ii) before the last date under the assessment, agreement or other demand for payment before additional amounts of interest or penalties are imposed (the “Texas Audit Due Date”), Seller shall no longer be liable to Buyer for any amount of such additional interest and penalties accruing or assessed after the Texas Audit Due Date, regardless of whether such amounts would otherwise constitute Pre-Closing Taxes under this Agreement and (iii) in the event that the timely payment of Taxes by the Texas Audit Due Date pursuant to clause (ii) has been satisfied, then Buyer and Seller agree that the procedural requirements of Sections 9.2(f), 9.4 and 9.5 with respect to Indemnifiable Damages shall not apply. This Section 6.10(b) shall not apply to any Tax Contest (other than, to the extent applicable, the Texas Audit) which constitutes a Voluntary Disclosure Filing.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from If any Taxing Authority asserts a Tax Claim, then the Party hereto first receiving notice of such Tax Claim promptly shall provide written notice of any Tax Contest with respect thereof to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeParty or Parties hereto; provided, however, that Parent’s the failure to promptly provide a copy of such Party to give such prompt notice to the Stockholders’ Representative shall not affect relieve the Parent Indemnitee’s right to receive indemnification other Party of any of its obligations under Section 8.2(a) this Article VIII, except to the extent that the Stockholders’ Representative has been other Party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and materially prejudiced as shall include a result copy of such failurethe relevant portion of any correspondence received from the Taxing Authority. (Bb) The Stockholders’ Representative Sellers shall have the rightright to control, at their own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any Trayport Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Sellers shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Sellers shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchaser shall be entitled to participate, at its own expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the Stockholders’ Representative relevant Taxing Authority, and (v) Sellers shall not settle, compromise or otherwise resolve abandon any such Tax Contest Proceeding without obtaining the prior written consent of the Surviving Corporation and ParentPurchaser, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (Cc) With respect to any In the case of a Tax Contest relating to Taxes or Tax Returns of Proceeding for a Straddle Period or within of any Trayport Company, the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect Controlling Party shall have the right to control, Parent shall, solely at Parent’s its own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) the extent that Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and (v) the Controlling Party shall not settle, compromise or abandon any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in Proceeding without obtaining the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ Representativeconsent, which consent shall not be unreasonably withheld, conditionedof the Non-controlling Party if such settlement, compromise or delayed.abandonment could have an adverse impact on the Non-controlling

Tax Contests. (i) If any Governmental Authority issues (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written a notice of any Tax Contest with respect its intent to which the Parent, the Surviving Corporation, audit or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests conduct another Legal Proceeding with respect to a Tax Return or Taxes of the either of the Companies for any Pre-Closing Date Tax Period or Straddle Period Stockholders’ or (B) a notice of deficiency for Taxes for any such period (each of (A) and (B), a “Tax Contest”), Buyer shall notify the Representative, or Representative shall keep Parent informed notify the Buyer, as the case may be, in writing of its receipt of such communication from the Governmental Authority within ten (10) days of receipt and provide the other with copies of all material developments regarding correspondence and other documents received from the Governmental Authority. (ii) If the Tax Contest relates to a Pre-Closing Date Tax Period, the Representative may elect (within ten (10) days of receipt of the written notice from Buyer if such notice is to be given pursuant to Section 6.7(e)(i)), to control such Tax ContestContest at the Sellers’ sole cost and expense, provided the conditions in Section 9.6(b) have been satisfied by the Sellers. Parent Buyer shall have the right to participate at its cost and the Surviving Corporation may participate expense in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent Sellers shall not settle such Tax Contest without the Buyer’s written consent of Stockholders’ Representativeconsent, which consent shall not be unreasonably withheld, delayed or conditioned. If the Representative does not elect to control such Tax Contest, Buyer shall control such Tax Contest, but the Representative shall have the right to participate at the Sellers’ sole cost and expense, and Buyer shall not settle such Tax Contest without the Representative’s written consent, which consent shall not be unreasonably withheld, delayed or delayedconditioned. Buyer’s or the Representative’s right to participate, as the case may be, shall include (A) consulting with the other party (and their counsel) regarding the conduct of such Tax Contest at reasonable intervals; (B) timely receiving from Buyer and each of the Companies copies of material correspondence and other documents received regarding the Tax Contest from the applicable Governmental Authority; (C) being provided drafts of material correspondence and other documents that will be provided to the Governmental Authority with respect to such Tax Contest within a reasonable period prior to the planned submission to the Governmental Authority; and (D) participating in material conferences or meetings with any Governmental Authority that are with respect to such Tax Contest. (iii) If the Tax Contest involves a Straddle Period, Buyer shall control the Tax Contest (with the Representative having the participation rights described in Section 6.7(e)(ii)); provided, however, that Buyer shall not settle such Tax Contest without the Representative’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Tax Contests. (Aa) IfIf the Buyer or any of its Affiliates receives notice of a Tax audit, following controversy or other proceeding relating to the Company (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest A failure by the Buyer to give such notice shall not affect ▇▇▇▇▇’s right to indemnification hereunder except to the extent that the Seller is materially prejudiced thereby. (b) In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Seller shall have the sole right, at its expense, to controlcontrol the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, manage the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer of its intent to do so, and the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of such Tax Contest. The Seller may not settle or compromise any such Tax Contest unless the Buyer consents thereto (such consent not to be responsible for unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest. In such event, (i) the Buyer shall keep the Seller informed on a prompt basis regarding the progress and substantive aspects of any Tax Contest, including providing the Seller with all written materials relating to such Tax Contest submitted to and received from the relevant taxing authority, (ii) the Seller shall be entitled to participate at the Seller’s expense in any Contest, including having an opportunity to comment on any written materials prepared in connection with any Tax Contest to and attending any conferences relating thereto, and (iii) the extent that such Buyer shall not compromise, settle or resolve any Tax Contest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned (such rights of the Seller, the “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative (a “Straddle Period Contest”), the Buyer shall keep Parent informed of all material developments regarding have the right to control such Tax ContestStraddle Period Contest subject to the Seller’s Rights. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative The Buyer shall not settle, settle or compromise or otherwise resolve such Tax Straddle Period Contest without the prior written consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ RepresentativeSeller, which consent shall not be unreasonably withheld, delayed or conditioned, or delayed.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (Ab), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) If(each, following a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, Parentin which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Surviving Corporation or any of Parent shall have the Group Companies receives from any Taxing Authority written notice of right to participate in, and consult with the Holder Representative regarding, any Tax Contest with respect to which described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its own expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Holder Representative shall keep the Parent reasonably informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and provide the Stockholders’ Representative shall not settle, compromise Parent with copies of any written correspondence from or otherwise resolve to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest without (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep In cases where the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes is jointly controlled, neither party may settle or Tax Returns concede, either administratively or after the commencement of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controllitigation, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representativethe other party, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. (A) IfThe Purchaser shall promptly notify the Equity Sellers Representative in writing upon receipt by the Purchaser, following the Closing Date, Parent, the Surviving Corporation a Taxpayer or any of the Group Companies receives from any Taxing Authority their Affiliates of a written notice (the “Tax Claim Notice”) of any pending or threatened Tax audits or assessments for which the Sellers may have liability pursuant to this Agreement (“Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeClaims”); provided, that Parent’s however, no failure or delay by the Purchaser to promptly provide notice of a copy of such notice to the Stockholders’ Representative Tax Contest Claim shall not reduce or otherwise affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) obligation of the Sellers hereunder except to the extent the Stockholders’ Sellers are prejudiced thereby. The Purchaser and the Equity Sellers Representative has been actually and materially prejudiced as a result shall cooperate with each other in the conduct of such failure. (B) any Tax Contest Claim. The Stockholders’ Equity Sellers Representative shall have the right, at its expense, right to control, manage and be responsible for control the conduct of any Tax Contest Claim if it exercises such right by delivering a written notice to such effect to the extent that such Purchaser within ten (10) business days after receipt of the Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests Claim Notice with respect to a Straddle Period Stockholders’ the Tax Contest Claim in question, provided that: (i) the Equity Sellers Representative shall keep Parent the Purchaser informed regarding the progress and substantive aspects of any Tax Contest Claim, including providing the Purchaser with all material developments regarding written materials relating to such Tax Contest. Parent proceeding received from and submitted to the Surviving Corporation may participate relevant Taxing Authority within ten (10) business days of receipt or submission of such materials, (ii) the Purchaser shall have an opportunity to comment on any written materials prepared in such connection with any Sellers’ Tax Contest Claim at least five (5) business days prior to submission and (iii) shall have the Stockholders’ Representative shall not settle, compromise or otherwise resolve such right to attend any conferences relating to any Tax Contest without the Claim and to consent of the Surviving Corporation and Parent, (which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes compromise or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlsettlement, Parent shallin each case, solely at Parent’s own cost and expense, control all proceedings in connection with if such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and Claim could reasonably be expected to result have any material adverse effect on any of the Purchaser or any of the Taxpayers or any of their affiliates in the Stockholders being liable for any amounts hereunderPost-Closing tax period. Except as otherwise provided above in this Section 11.5, (x) Parent Purchaser shall keep Stockholders’ Representative informed of be entitled to control all material developments regarding such Tax Contestother examinations, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditionedaudits, or delayedadministrative, judicial or other proceedings with respect to Taxes.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or With respect to any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest Audit with respect to which the ParentCompany and the Company Subsidiaries or their assets (“Tax Claims”) related to a Seller Prepared Return or a Seller Group Return, the Surviving CorporationSeller, or the other Group Companies may reasonably have any liability for Pre-Closing Taxesat its own expense, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, right to control, manage control all Tax Claims and be responsible for any Tax Contest to the extent that may make all decisions taken in connection with such Tax Contest relates solely to Pre-Closing TaxesClaims (including selection of counsel and settlement of such Tax Claims), other than Tax Contests provided that, with respect to a Straddle Period Stockholders’ Representative Tax Claims relating to any Seller Prepared Returns (other than Seller Group Returns), (x) Buyer will be entitled to participate in any such Tax Claim at its own expense, (y) Seller shall keep Parent informed provide Buyer copies of all material developments regarding written correspondence and other material documents relevant to such Tax Contest. Parent Claim, and the Surviving Corporation may participate in (z) Seller shall not settle such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest Claim without the written consent of the Surviving Corporation and ParentBuyer, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Buyer, at its own expense, shall keep the Surviving Corporation and Parent informed of the progress of control all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect proceedings attributable to any Tax Contest Claim relating to Taxes a Buyer Prepared Return or Tax Returns of a Straddle Period or within tax period beginning after the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Closing Date; provided, however, that with respect to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and Claim which could reasonably be expected to result in the Stockholders being liable give rise to an indemnity obligation for any amounts hereunderSeller Taxes, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding Seller will be entitled to participate in such Tax ContestClaim at its own expense, (y) Stockholders’ Representative Buyer shall provide Seller copies of all material written correspondence and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of other material documents relevant to such Tax ContestClaim, and (z) Parent Buyer shall not settle such Tax Contest Claim without the written consent of Stockholders’ RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. a. If any Governmental or Regulatory Authority or other Person asserts a Claim for Taxes for which Purchaser is entitled to indemnification hereunder (A) Ifa "Tax Claim"), following then the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written party hereto first receiving notice of any such Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of such notice any relevant correspondence received from the Governmental or Regulatory Authority or other Person. b. Subject to the Stockholders’ Representativeprovisions of this Section 10.6, the Purchaser shall diligently and in good faith defend or prosecute, at its sole cost, expense and risk, such Tax Claim by all appropriate proceedings; provided, that Parent’s failure to promptly provide a copy the Purchaser shall not, without the prior written consent of the Seller (which consent shall not unreasonably be withheld), enter into any compromise or settlement of such notice Tax Claim that would result in any material Tax indemnity obligation of the Seller hereunder. So long as the Purchaser is diligently and in good faith defending or prosecuting a Tax Claim, with respect to the Stockholders’ Representative Company, the Purchaser shall provide or cause to be provided to the Seller any information reasonably requested by the Seller relating to such Tax Claim, and shall otherwise cooperate with the Seller and their representatives in good faith in order to permit the Seller effectively to participate in the contest of such Tax Claim. The Purchaser shall inform the Seller of all material developments relating to such Tax Claim (including, without limitation, providing to the Seller copies of all written materials relating to such Tax Claim) and the Seller or its authorized representatives shall be entitled, at its own expense, to attend and participate in, but not affect control, all conferences, meetings and proceedings relating to such Tax Claim. c. If, with respect to any Tax Claim, the Parent Indemnitee’s Purchaser fails diligently to defend or prosecute such Tax Claim, then the Seller shall at any time thereafter have the right (but not the obligation) to receive indemnification under defend or prosecute, at the sole cost, expense and risk of the Seller, such Tax Claim. In such event, the Seller shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof and the Seller shall pursue such proceedings diligently and in good faith. The Seller shall inform the Purchaser of all material developments relating to such Tax Claim (including, without limitation, providing to the Purchaser copies of all written materials relating to such Tax Claim). The Purchaser or its authorized representatives may attend and participate in, but not control, all conferences, meetings and proceedings relating to the defense, prosecution, settlement or compromise of any Tax Claim controlled by the Seller pursuant to this Section 8.2(a10.6.c, and shall bear its own costs and expenses with respect thereto. So long as the Seller is defending or prosecuting such Tax Claim, the Purchaser shall provide or cause to be provided to the Seller any information reasonably requested by the Seller relating to such Tax Claim, and shall otherwise cooperate with the Seller and its representatives in good faith in order to contest effectively such Tax Claim. d. Notwithstanding anything in this Article 10 to the contrary, the Purchaser and the Company shall agree to any settlement, compromise or resolution of a Tax Claim ("Resolution") except proposed by the Seller, but only to the extent that (i) the Stockholders’ Representative has been actually and materially prejudiced Seller shall be responsible for any Taxes payable by the Company as a result of such failureResolution to the extent not included in the reserve for Taxes reflected in the Closing Date Balance Sheet, and (ii) such Resolution would not result in any material Tax detriment to the Company not included in any such reserve and not paid by the Seller for any Tax period for which the Seller is not responsible hereunder. e. In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 10.6, the Seller shall pay to the appropriate Tax Indemnitees, in immediately available funds the net Tax detriment arising or resulting from such Tax Claim within five Business Days after such Final Determination, to the extent not provided for in the reserve for Taxes reflected in the Closing Date Balance Sheet. In the case of any Tax Claim not covered by the preceding sentence, the Seller shall pay to the Company, in immediately available funds, the net Tax detriment arising or resulting from such Tax Claim (B) The Stockholders’ Representative calculated after taking into account any actual reduction in the current liability for Taxes of any Tax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), to the extent not provided for in any such reserve. f. Notwithstanding anything in this Agreement to the contrary, Seller shall have the rightexclusive right and authority, at its sole expense, to conduct, control, manage defend, prosecute and/or settle any proceedings involving a Tax Claim, or any other examination, audit or inquiry, with respect to or arising out of any consolidated, combined or unitary income Tax Returns filed by Seller, including the right to represent the Company before the appropriate Government or Regulatory Authority with respect to any issues raised therein concerning a Taxable Period in which the Company was included in such consolidated, combined or unitary Tax Return. Seller will allow the Company and be responsible for its counsel to participate at its own expense in any Tax Contest proceeding described in this paragraph (f) to the extent that it relates to the Company and involves a Tax Claim and Seller will not resolve or settle any such Tax Contest relates solely to Pre-proceeding in a manner which would adversely affect the Company after the Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest Date without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ RepresentativePurchaser, which consent shall not unreasonably be unreasonably withheld, conditioned, or delayed.

Tax Contests. (Aa) IfIf a claim shall be made by any Governmental Authority (a "Tax Claim") which, following the Closing Dateif successful, Parent, the Surviving Corporation might result in an indemnity payment to Buyer or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect its Affiliates pursuant to which the ParentSection 7.5, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Buyer shall promptly provide a copy notify Seller of such notice to the Stockholders’ Representativeclaim; provided, however, that Parent’s the failure to promptly provide a copy of give such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) provided hereunder except to the extent the Stockholders’ Representative Seller has actually been actually and materially prejudiced as a result of such failurefailure and for this purpose, any failure to give such notice that results in Seller not controlling or participating in any Actions with respect to such Tax Claim shall be deemed to prejudice Seller. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (Cb) With respect to any Tax Contest Claim relating to Taxes a taxable period ending on or Tax Returns of a Straddle Period or within before the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlClosing Date, Parent shall, solely at Parent’s own cost and expense, Seller shall control all proceedings Actions and may make all decisions taken in connection with such Tax Contest Claim (including selection of counsel); provided) and, howeverwithout limiting the foregoing, that may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer shall be entitled to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax ContestClaim within a reasonable time after such Tax Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other Actions. (c) Except as otherwise provided in Section 7.6(b), Buyer shall control all Actions with respect to Taxes for any taxable period beginning after the Closing Date, and (z) Parent shall not settle may make all decisions taken in connection with such Tax Contest Claim (including selection of counsel) and, without limiting the written consent foregoing, may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Seller shall be entitled to be informed of Stockholders’ Representativesuch Tax Claim within a reasonable time after such Tax Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other Actions. (d) Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other, shall cooperate in contesting any Tax Claim, which consent cooperation shall not be unreasonably withheldinclude the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, conditioned, and making employees available on a mutually convenient basis to provide additional information or delayedexplanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Tax Contests. (AIf any claim or demand for Non-Income Taxes or Production Taxes in respect of which Seller may be responsible pursuant to Section 12.01(a) If, following the Closing Date, Parent, the Surviving Corporation is asserted in writing against Buyer or any of the Group Companies receives from any Taxing Authority written notice Buyer’s Affiliates, Buyer shall notify Seller of any Tax Contest such claim or demand within 20 days of receipt thereof, and shall give Seller such information with respect to which the Parent, the Surviving Corporation, or the other Group Companies thereto as Seller may reasonably have any liability for Pre-Closing Taxesrequest, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that later notice shall not relieve the responsibility of Seller under this Article XII unless Seller’s defense to such claim is materially compromised as a result thereof. Seller may discharge, at any time, any payment obligations under Section 12.01(a) by paying to Buyer the amount payable pursuant to Section 12.01(a), calculated on the date of such payment. Seller may, at its own expense, participate in, and upon notice to Buyer, assume the defense of any such claim, suit, action, litigation, or proceeding (including any Tax audit). If Seller assumes such defense, Seller shall have the sole discretion as to the extent that any conduct of such Tax Contest relating to Taxes or Tax Returns of a Straddle Period defense and reasonably be expected to result in Buyer shall have the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in right (but not control the conduct ofduty) to participate in the defense of such Tax Contestthereof and to employ counsel, and (z) Parent shall not settle such Tax Contest at its own expense, separate from the counsel employed by Seller. No claim may be settled, however, without the written consent of Stockholders’ RepresentativeBuyer, not to be unreasonably withheld, conditioned, or delayed, if such claim would adversely affect the Tax liability of Buyer after the Closing Date in any material way. Whether or not Seller chooses to defend or prosecute any claim, Buyer and Seller shall cooperate in the defense or prosecution thereof. Seller shall not be responsible under Section 12.01(a) for (a) any Non-Income Taxes or Production Taxes, the payment of which was made by Buyer after the Closing without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditionedconditioned or delayed, or (b) any settlements (i) effected by Buyer after the Closing without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, or (ii) resulting from any claim, suit, action, litigation or proceeding with respect to which Seller was not notified pursuant to this Section 12.01(d).

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority Buyer shall deliver a written notice to Seller promptly following any demand, Claim, or notice of any Tax Contest commencement of a Claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Taxes of the Company for which Seller may be liable (“Tax Contest”) and shall describe in reasonable detail (to the Parentextent known by Buyer) the facts constituting the basis for such Tax Contest, the Surviving Corporationnature of the relief sought, or and the other Group Companies may reasonably have amount of the claimed Losses (including Taxes), if any liability for Pre-Closing Taxes(the “Tax Claim Notice”), Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, however, that Parent’s the failure or delay to promptly provide a copy of such notice to the Stockholders’ Representative so notify Seller shall not affect the Parent Indemnitee’s right relieve Seller of any obligation or liability that Seller may have to receive indemnification under Section 8.2(a) Buyer, except to the extent the Stockholders’ Representative has been actually that Seller demonstrates that Seller is materially and materially adversely prejudiced as a result of such failurethereby. (b) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Seller may elect to assume and control the defense of such Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Seller of the Tax Claim Notice. If Seller elects to assume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) The Stockholders’ Representative either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit, or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Seller elects to assume the defense of any Tax Contest, Seller shall: (x) keep Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control, manage and be responsible for ) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (c) In connection with any Tax Contest that relates to Taxes of the extent that Company for a Pre-Closing Tax Period that: (i) Seller does not timely elect to control pursuant to Section 7.7(b); or (ii) Seller fails to diligently defend, such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect shall be controlled by Buyer (and Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Straddle Period Stockholders’ Representative shall Tax Contest described in this Section 7.7(c)) and Seller agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (x) keep Parent Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Seller shall reasonably request, and, at his own cost and expense, Seller shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contest. Parent and Contests). (d) In connection with any Tax Contest for Taxes of the Surviving Corporation may participate in Company for any Straddle Period, such Tax Contest and the Stockholders’ Representative shall be controlled by Buyer; provided, that Buyer shall not settle, settle or compromise (or otherwise resolve take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Surviving Corporation and ParentSeller, which with such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall Buyer shall: (x) keep the Surviving Corporation and Parent Seller informed of the progress of all material developments and events relating to such Tax Contests Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide copies of all written communications Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority related to Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contests. Contest; and (Cz) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlprovide such cooperation and information as Seller shall reasonably request, Parent shalland, solely at Parent’s its own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that Seller shall have the right to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable Tax Authorities regarding such Tax Contest without Contests). (e) Notwithstanding anything to the written consent of Stockholders’ Representativecontrary contained in this Agreement, which consent the procedures for all Tax Contests shall be governed exclusively by this Section 7.7 (and not be unreasonably withheld, conditioned, or delayedSection 8.3).

Tax Contests. (Aa) IfBuyers or Seller, following as the Closing Datecase may be, Parent, shall notify the Surviving Corporation other party within twenty (20) days after receipt by such party or any of the Group Companies receives from any Taxing Authority its Affiliates of written notice of any pending federal, state, local or foreign Tax Contest with respect audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other party or its Affiliates may be responsible under Section 5.1, Section 5.2 or Section 5.7 (“Tax Matters”). (b) Seller shall have the Parentsole right to control, contest, resolve and defend against any Tax Matters relating to: (i) any Tax Return of any of the Surviving Corporation, or the other Group Companies may reasonably have any liability Transferred Entities for a Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(aTax Period (other than any Straddle Period) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely Seller is reasonably likely to Pre-Closing Taxes, other than Tax Contests with respect be obligated to indemnify Buyers for a Straddle Period Stockholders’ Representative shall keep Parent informed significant portion of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to resulting Taxes or other related Losses under Section 5.1 (a “Transferred Entity Tax Returns of a Straddle Period Matter”); and (ii) any Consolidated or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Combined Return; provided, however, that that: (i) Seller shall control such Tax Matter diligently and in good faith; (ii) Buyers shall have the right to participate in any Transferred Entity Tax Matter at its sole cost and expense; and (iii) Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Transferred Entity Tax Matter (or portion thereof) controlled by Seller under this Section 5.5 to the extent that any such Tax Contest relating to Taxes concession, settlement or Tax Returns of a Straddle Period and compromise could reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such give rise to a Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but or related Loss that Seller is not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest obligated to indemnify under Section 5.1 without the written consent of Stockholders’ RepresentativeBuyers, which consent shall not be unreasonably withheld, conditioneddelayed, or conditioned. (c) Buyers shall have the sole right to control all Tax Matters of the Transferred Entities not controlled by Seller pursuant to Section 5.5(b); provided, however, that: (i) Seller, at its sole cost and expense, shall have the right to participate in any such Tax Matter to the extent it relates to a Pre-Closing Tax Period or Straddle Period and for which Seller may be obligated, in whole or in part, to indemnify Buyers under Section 5.1; and (ii) Buyers shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Buyers under this Section 5.5 to the extent such concession, settlement or compromise could reasonably be expected to give rise to an indemnification obligation by Seller under Section 5.1 without the consent of Seller, which consent shall not be unreasonably withheld, delayed, or conditioned.

Tax Contests. Purchaser shall notify the Sellers’ Representative within ten (A10) Ifdays of either its receipt (a) of any notice of any Audit in respect of Taxes (“Tax Contest”) or (b) of a written notice threatening any Tax Contest, following the Closing Date, Parent, the Surviving Corporation in either case relating in whole or in part to Taxes for which any of the Group Companies receives Purchaser Indemnified Parties may be entitled to indemnification from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeSellers hereunder; provided, that Parent’s however, failure to promptly timely provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s Purchaser Indemnified Parties’ right to receive indemnification under Section 8.2(a) except to the extent such failure prejudices Sellers’ ability to defend the Stockholdersclaim or dispute that is the subject of such notice or results in the expiration of the relevant time period set forth in Section 9.5. If the Sellers’ Representative has been actually and materially prejudiced as a result notifies Purchaser within thirty (30) days following receipt of notice of such failure. (B) The StockholdersTax Contest that the Sellers’ Representative intends to exercise its contest rights under this Section 8.4, the Sellers’ Representative shall have the right, right to control such Tax Contest at its expenseexpense and to employ counsel of its choice; provided, however, that the Sellers’ Representative acknowledges in writing the Sellers’ responsibility to indemnify and hold harmless the Purchaser Indemnified Parties with respect to all Taxes at issue in such Tax Contest other than amounts, if any, recoverable under the R&W Policy. Purchaser shall have the right to participate in any such Tax Contest jointly with the Sellers’ Representative. With respect to a Tax Contest which the Sellers’ Representative is entitled to control, manage the Sellers’ Representative shall not settle, compromise or otherwise resolve any Tax Contest without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or delayed). Purchaser shall cause the Acquired Companies to deliver to the Sellers’ Representative any power of attorney reasonably required to allow the Sellers’ Representative and its counsel to represent the Acquired Companies in connection with any Tax Contest that the Sellers’ Representative is entitled to control hereunder and shall provide the Sellers’ Representative with such assistance as may be responsible reasonably requested in connection with any such Tax Contest. Purchaser shall control any other Tax Contests with respect to the Acquired Companies, provided that Sellers’ Representative shall have the right to participate in any such Tax Contest jointly with Purchaser, and Purchaser shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the Acquired Companies, which settlement or compromise affects the liability for Taxes hereunder that is indemnifiable by the Sellers under this Agreement, without the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, conditioned or delayed). The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, could affect a liability of such other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest parties (including selection of counselindemnity obligations hereunder); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Contests. Buyer shall notify the Sellers’ Representative within thirty (A30) If, following calendar days upon the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice receipt of any Tax Contest notice, or becoming aware, of any audit or other similar examination with respect to which Taxes of the Parent, the Surviving Corporation, Company or the other Group Companies may reasonably have HSW for any liability for Pre-Closing TaxesTax Period (including, Parent shall promptly provide for the avoidance of doubt, any Straddle Period) (a copy of such notice to the Stockholders’ Representative“Tax Contest”); provided, that Parent’s no failure to promptly provide a copy or delay of Buyer in providing such notice to shall reduce or otherwise affect the Stockholdersobligations of the Sellers’ Representative shall not affect the Parent Indemnitee’s right pursuant to receive indemnification under Section 8.2(a) this Agreement, except to the extent that the Stockholders’ Representative has been actually Sellers are materially and materially adversely prejudiced as a result of such failure. (B) The Stockholdersfailure or delay. Buyer shall control, or cause the Company or HSW, as applicable, to control the conduct of any Tax Contest; provided, that if a Tax Contest relates solely to Taxes for which Sellers would be responsible under Section 10.1(a)(iii), the Sellers’ Representative shall have the rightright to assume control of such Tax Contest; provided, further, that (i) Buyer, at its own cost and expense, shall have the right to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in any such Tax Contest and the StockholdersSellers’ Representative shall cooperate with Buyer with respect to any such participation by Buyer, and (ii) the Sellers’ Representative shall not settle, compromise settle or otherwise resolve dispose of any such Tax Contest without the consent of the Surviving Corporation and ParentBuyer’s written consent, which consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep If the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersSellers’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at or for any other Tax Contest that relates to a Pre-Closing Tax Period for which the Stockholders’ expense) Sellers may participate in (but not be liable for the Taxes thereunder or any Tax Contest the settlement of which could otherwise adversely affect the Sellers, Buyer shall control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Contests. (Ai) IfThe Buyer and the Sellers’ Representative shall deliver a written notice to each other promptly following any demand, following claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of any of the Closing Date, ParentCompany or its Subsidiaries for which the Sellers (in the case of the Buyer) or the Buyer (in the case of the Sellers) may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by the recipient) the facts constituting the basis for such Tax Contest, the Surviving Corporation nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that the failure or delay to provide such notification shall not relieve the party with the obligation to indemnify, except to the extent that the interests of the party with the right to notification are adversely prejudiced thereby. (ii) All Tax Contests with respect to income Taxes of the Company or any of its Subsidiaries for any Pre-Closing Period shall be controlled by the Group Companies receives from Sellers’ Representative. In connection with any Taxing Authority written notice of any such Tax Contest with respect to which any of the ParentCompany’s Subsidiaries, the Surviving Corporation, or Sellers shall (w) keep the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent Buyer informed of all material developments regarding and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Sellers send such correspondence to any Taxing Authority), (x) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall , (y) not settle, compromise settle or otherwise resolve any such Tax Contest without the Buyer’s prior written consent, such consent of the Surviving Corporation and Parent, which consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative , and (z) provide such cooperation and information as the Buyer shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlreasonably request, Parent shalland, solely at Parent’s its own cost and expense, control all proceedings the Buyer shall have the right to participate in connection with (but not control) the defense of such Tax Contest (including selection of counsel); provided, however, that to participating in any discussions with the extent that any applicable Tax Authorities regarding such Tax Contests). (iii) All Tax Contests not covered by Section 4.4(f)(ii) shall be controlled by the Buyer. In connection with any Tax Contest relating to Taxes or that includes a Tax Returns of a Straddle Period and reasonably for which the Sellers may be expected to result in liable, the Stockholders being liable for any amounts hereunder, Buyer shall (xw) Parent shall keep Stockholders’ Representative the Sellers informed of all material developments regarding and events relating to such Tax Contest (including promptly forwarding copies to the Sellers of any related correspondence and shall provide the Sellers with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (x) consult with the Sellers in connection with the defense or prosecution of any such Tax Contest, (y) Stockholdersnot settle or otherwise resolve any such Tax Contest without Sellers’ Representative consent, such consent not to be unreasonably withheld, conditioned or delayed, and (z) provide such cooperation and information as the Sellers shall reasonably request, and, at its counsel (at own costs and expenses, the Stockholders’ expense) may Sellers shall have the right to participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable Tax Authorities regarding such Tax Contest without Contests). (iv) Notwithstanding anything to the written consent of Stockholders’ Representativecontrary contained in this Agreement, which consent the procedures for all Tax Contests shall be governed exclusively by this Section 4.4(f) (and not be unreasonably withheld, conditioned, or delayedSection 7.6).

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority The Buyer shall deliver a written notice to the Seller Representative in writing promptly following any demand, claim, or notice of any Tax Contest commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Taxes of LPT for which the ParentSellers may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the Surviving Corporationnature of the relief sought, or and the other Group Companies may reasonably have amount of the claimed Losses (including Taxes), if any liability for Pre-Closing Taxes(the “Tax Claim Notice”), Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, however, that Parent’s the failure or delay to promptly provide a copy of such notice to so notify the Stockholders’ Seller Representative shall not affect relieve the Parent Indemnitee’s right Sellers of any obligation or liability that the Sellers may have to receive indemnification under Section 8.2(a) the Buyer, except to the extent that the Stockholders’ Seller Representative has been actually demonstrates that the Sellers are materially and materially adversely prejudiced as a result of such failurethereby. (ii) With respect to Tax Contests for Taxes of LPT for a Pre-Closing Tax Period (other than a Straddle Period), the Seller Representative may elect to assume and control the defense of such Tax Contest by written notice to the Buyer within thirty (30) days after delivery by the Buyer to the Seller Representative of the Tax Claim Notice. If the Seller Representative elects to assume and control the defense of such Tax Contest, the Seller Representative (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel and (iii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (B) The Stockholders’ either pay the Tax claimed or ▇▇▇ for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Seller Representative shall have not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the rightprior written consent of the Buyer (such consent not to be unreasonably withheld, at delayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Buyer or any of its expense, to control, manage and be responsible Affiliates (including LPT) for any Tax Contest period ending after the Closing Date. If the Seller Representative elects to assume the extent that such defense of any Tax Contest relates solely to Pre-Closing TaxesContest, other than Tax Contests with respect to a Straddle Period Stockholders’ the Seller Representative shall (x) keep Parent the Buyer reasonably informed of all material developments regarding and events relating to such Tax Contest. Parent Contest (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Surviving Corporation may participate Buyer with an opportunity to review and comment on any material correspondence before the Seller Representative sends such correspondence to any Taxing Authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Stockholders’ Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Governmental Authorities regarding such Tax Contests). (iii) In connection with any Tax Contest that relates to Taxes of LPT for a Pre-Closing Tax Period that (i) the Seller Representative does not timely elect to control pursuant to Section 5.3(f)(ii) or (ii) the Seller Representative fails to diligently defend, such Tax Contest shall be controlled by the Buyer (and the Seller Representative shall reimburse the Buyer for all reasonable costs and expenses incurred by the Buyer relating to a Tax Contest described in this Section 5.3(f)(iii)) and the Seller Representative agrees to cooperate with the Buyer in pursuing such Tax Contest. (iv) In connection with any Tax Contest for Taxes of LPT for any Straddle Period, such Tax Contest shall be controlled by the Buyer; provided, that the Buyer shall not settle, settle or compromise (or otherwise resolve take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Surviving Corporation and ParentSeller Representative, which such consent will not to be unreasonably unreasonable withheld, conditioned or delayed. The Stockholders’ Representative Buyer shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ the Seller Representative informed of all material developments regarding and events relating to such Tax ContestContest (including promptly forwarding copies to the Seller Representative of any related correspondence and shall provide the Seller Representative with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) Stockholders’ consult with the Seller Representative in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Seller Representative shall reasonably request, and, at its counsel (at own costs and expenses, the Stockholders’ expense) may Seller Representative shall have the right to participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable Governmental Authorities regarding such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedContests).

Tax Contests. (Aa) IfSeller and its duly appointed representatives shall have the sole right to supervise or otherwise coordinate any examination process and to negotiate, following resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Pre-Closing Tax Returns. Each party hereto shall within 14 days after it has knowledge of the Closing Dateassertion or commencement thereof notify the other party of the written assertion of any claim or the commencement of any suit, Parentaction, the Surviving Corporation proceeding, investigation or audit (any of which may be hereinafter referred to as a "Tax Contest") with respect to any Pre-Closing Tax Returns (but only if such Tax Contest would affect the Group Companies receives from Tax liability of the other party), and shall provide the other party with copies (subject to deletion of unrelated information) of all correspondence relating to such Tax Contest. The costs of such Tax Contest shall be borne by Seller. (b) Buyer and its duly appointed representatives shall have the sole right and the obligation to supervise or otherwise coordinate any Taxing Authority examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Post-Closing Tax Returns. Each party hereto shall within 14 days after it has knowledge thereof notify the other party of the written notice assertion or the commencement of any a Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for PrePost-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. Tax Returns (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that but only if such Tax Contest relates solely would affect the Tax liability of the other party), and shall provide the other party with copies (subject to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed deletion of unrelated information) of all material developments regarding correspondence relating to such Tax Contest. Parent and the Surviving Corporation may participate in The costs of such Tax Contest shall be borne by Buyer. (c) Buyer and its duly appointed representatives shall have the sole right and the Stockholders’ Representative shall not settle, compromise obligation to supervise or otherwise resolve coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Straddling Returns. Each party hereto shall within fourteen days after it has knowledge thereof notify the other party of the written assertion or the commencement of Tax Contest with respect to any Straddling Return (but only if such Tax Contest without would effect the consent Tax liability of the Surviving Corporation and Parentother party), which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide the other party with copies (subject to deletion of unrelated information) of all written communications with any Taxing Authority related correspondence to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns Contest. The cost of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably shall be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedborne by Buyer.

Tax Contests. (A) If, following after the Closing Date, Parent, the Surviving Corporation or any of the Group Companies Buyer receives from any Taxing Authority written notice of any Tax Contest an audit or administrative or judicial proceeding with respect to which any Asset Tax or Tax Return with respect to Asset Taxes related to any taxable period ending prior to the ParentEffective Date (a “Tax Contest”), the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Buyer shall promptly provide a copy notify Seller within ten (10) days of receipt of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative notice. Seller shall have the rightoption, at its sole cost and expense, to control, manage and be responsible for control any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and may exercise such option by providing written notice to Buyer within fifteen (15) days of receiving notice of such Tax Contest from Buyer; provided that if Seller exercises such option, Seller shall (i) keep Buyer reasonably informed of the Stockholders’ Representative shall progress of such Tax Contest, (ii) permit Buyer (or Buyer’s counsel) to participate, at Buyer’s sole cost and expense, in such Tax Contest, including in meetings with the applicable Governmental Agency, and (iii) not settle, compromise or otherwise resolve and/or concede any portion of such Tax Contest without the consent of the Surviving Corporation and ParentBuyer, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative If, after the Closing Date, Buyer receives notice of an audit or administrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (a “Straddle Period Tax Contest”), Buyer shall notify Seller within ten (10) days of receipt of such notice. Buyer shall control any Straddle Period Tax Contest; provided that Buyer shall (A) keep the Surviving Corporation and Parent Seller reasonably informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period Tax Contest, (B) permit Seller (or within the scope of Section 8.2(d)(iii)(BSeller’s counsel) which Stockholders’ Representative does not elect to controlparticipate, Parent shall, solely at ParentSeller’s own sole cost and expense, control all proceedings in connection such Straddle Period Tax Contest, including in meetings with the applicable Governmental Agency and (C) not settle, compromise and/or concede any portion of such Straddle Period Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and for which Seller would reasonably be expected to result in the Stockholders being liable for any amounts have an indemnification obligation hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contestor in connection with which Seller otherwise could be adversely affected, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. Buyer and Seller shall promptly notify each other upon receipt by such Party of written notice (Aa “Tax Notice”) Ifof any inquiries, following claims, assessments, audits or similar events with respect to Taxes of any Purchased Subsidiary or any Subsidiary thereof relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Seller shall have the right to control, at its own expense, the conduct of any Tax Contest for any Tax period ending on or before the Closing Date, Parentincluding any settlement or compromise thereof, for which Seller may be liable under Section 6.02(a); provided, however, (i) Seller acknowledges and agrees in writing that the Surviving Corporation indemnification provisions of Section 6.02(a) apply to the Taxes in dispute, (ii) Seller shall keep Buyer reasonably informed as to the current status and progress of such settlement or defense, (iii) Seller shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned), settle or compromise any such Tax Contest if such settlement or compromise may increase the liability for Taxes of Buyer, any Purchased Subsidiary or any of the Group Companies receives from any Taxing Authority written notice of Subsidiary thereof in a Post-Closing Tax Period, and (iv) with respect to any Tax Contest with respect relating to which the Parenta Straddle Period, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Buyer shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding participate in such Tax Contest. Parent and If Seller elects not to control a Tax Contest for a Tax Period ending on or before the Surviving Corporation may participate Closing Date, (i) Seller shall notify Buyer in writing within 10 days of receiving the Tax Notice relating to such Tax Contest and the Stockholders’ Representative shall of its election not settle, compromise or otherwise resolve to control such Tax Contest without Contest, (ii) Seller shall pay the consent amount of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned its liability for any cash Taxes due (after taking into account any net operating loss or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related other carryforwards) relating to such Tax Contests. Contest, as calculated on the date of such election, (Ciii) With Seller shall have no further liability with respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (provided, however, that if any net operating loss or any other carryforward referenced in clause (ii) of this sentence is disallowed and, as a result of such disallowance, there is a liability of the Purchased Subsidiaries or any Subsidiary thereof for any cash Taxes, Seller promptly shall pay to Buyer the amount of such cash Taxes upon receiving written notice of such disallowance from Buyer), and (iv) Buyer shall control the conduct of such Tax Contest, shall be free to settle or compromise such Tax Contest in its sole discretion, and shall have no liability to Seller in the event the actual liability for such Taxes is less than the amount paid by Seller with respect thereto. Buyer shall have the right to control, at its own expense, the conduct of any Tax Contest for any Straddle Period, including selection of counsel)any settlement or compromise thereof; provided, however, that (i) Buyer shall keep Seller advised as to the extent that any current status and progress of such Tax Contest relating to Taxes settlement or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderdefense, (xii) Parent Buyer shall keep Stockholders’ Representative informed not, without the prior written consent of all material developments regarding such Tax ContestSeller (which shall not be unreasonably withheld, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of delayed or conditioned), settle or compromise any such Tax Contest, and (ziii) Parent Seller shall not settle have the right, at its expense, to participate in such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedContest.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from If any Taxing Authority or other person asserts a claim with respect to Taxes (a "TAX CLAIM"), then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party hereto; PROVIDED, HOWEVER, that the failure of a party to give such prompt notice to other party shall not relieve such party failing to provide such notice of any Tax Contest with respect to which the Parentof its obligations under this Article, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent that the Stockholders’ Representative has been actually receiving party is irreparably prejudiced thereby. Such notice shall specify n reasonable detail the basis for such Tax Claim and materially prejudiced as shall include a result copy of such failureany relevant correspondence received from the Taxing Authority or other person. (Bb) The Stockholders’ Representative If within 60 days after receiving a Tax Claim or written notice of such a Tax Claim from the Buyer, Seller notifies the Buyer that Seller desires to defend Buyer with respect to the Tax Claim, then Seller shall have the rightright to defend or prosecute, at its expensesole cost, to controlexpense and risk, manage and such Tax Claim by all appropriate proceedings, which proceedings shall be responsible for defended or prosecuted diligently by Seller; PROVIDED, HOWEVER, Seller shall not, without the prior written consent of Buyer, enter into any compromise or settlement of such Tax Claim that would result in any Tax Contest detriment to any indemnitee; and PROVIDED, FURTHER, that Buyer may, at the extent sole cost and expense of Buyer, at any time prior to Seller's delivery of the notice referred to in the first sentence of this SECTION 8.3(b) file any motion, answer or other pleadings or take any other action that Buyer reasonably believes to be necessary or appropriate to protect its interests. So long as Seller is defending or prosecuting a Tax Claim, Buyer shall provide or cause to be provided to Seller any information reasonably requested by Seller relating to such Tax Contest relates solely Claim, and Buyer shall otherwise cooperate with Seller and its representatives in good faith in order to Pre-Closing Taxes, other than contest effectively such Tax Contests with respect to a Straddle Period Stockholders’ Representative Claim. Seller shall keep Parent informed inform Buyer of all material developments regarding and events relating to such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settleClaim (including, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parentlimitation, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide providing to Buyer copies of all written communications with any Taxing Authority related materials relating to such Tax ContestsClaim), and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to participate in but not control, all conferences, meetings and proceedings relating to such Tax Claim. (Cc) With respect If Seller fails to any notify Buyer within 60 days after receiving a Tax Contest relating to Taxes Claim or Tax Returns a written notice of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection Claim from Buyer that Seller desires to defend the Tax Claim pursuant to this SECTION 8.3 or, if after delivery of counsel); providedsuch notice, however, that Seller fails to the extent that any reasonably defend or prosecute such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in Claim, then Buyer shall at any time thereafter have the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of Buyer, such Tax Claim. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by Buyer, Seller shall cooperate in good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim. Seller may participate in, but not control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by Buyer pursuant to this SECTION 8.3(c), and shall bear its own costs and expenses with respect thereto. (d) In the conduct ofcase of any Tax Claim that is defended or prosecuted by Seller pursuant to this SECTION 8.3, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or resulting form such Tax Claim within 30 days after any final determination of any Tax arising or resulting from such Tax Claim. In the case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this SECTION 8.3, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or resulting from such Tax Claim, together with any costs or expenses for investigating, defending or prosecuting a Tax Claim including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any similar costs or expenses ("ASSOCIATED COSTS") that have not theretofore been paid by Seller to Buyer, within 30 days after such final determination. In the defense case of any Tax Claim not covered by the two preceding sentences, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs, that have not theretofore been paid by Seller to Buyer, at least five business days before the date payment of such Tax Contest, and (z) Parent shall not settle such Tax Contest without is due from the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, Seller or delayedthe Buyer.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation If a Party or any of its Affiliates receive any written communication with respect to any question, adjustment, assessment, enquiry or pending or threatened audit, examination, investigation, administrative, court or other Action (a “Tax Notice”) that, if pursued successfully, could result in or give rise to, or could reasonably be expected to result in or give rise to any Tax Liability for any Pre-Closing Period or with respect to the Group Companies receives from pre-Closing portion of any Taxing Authority period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”) (in each case to the extent that the Management Sellers may have a Liability under Section 8.1 or under the Taxation Warranties in respect of such Taxes) and other than for Taxes shown as due and owing on the relevant Tax Return, then such Party shall promptly notify the other Party hereto in writing of such Tax Notice. (b) Following receipt of a notification pursuant to Section 8.5(a), the Buyer shall take or cause to be taken such action as ▇▇▇▇▇▇▇ may, by written notice given to the Buyer, reasonably request to conduct the audit, examination, investigation, enquiry or administrative, court or other Action referred to in the Tax Notice (a “Tax Contest”) if they have acknowledged in writing to Buyer their agreement to indemnify Buyer against any costs and expenses related to such Tax Contest; provided, however, ▇▇▇▇▇▇▇ or the Sellers shall not settle any Tax Liabilities arising out of such Tax Contest without Buyer’s consent, which consent shall not be unreasonably withheld or delayed. The Buyer and the Acquired Entities shall be entitled to attend and participate in any such Tax Contest at their sole cost and expense. The Buyer shall control the conduct of the portion of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability and all Taxes for Preany Post-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible Period for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayedPeriod. The Stockholders’ Representative costs and expenses of any proceeding under this Section 8.5 shall keep be borne by the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, Party that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control controls the conduct of) the defense of such Tax Contest, . (c) The Buyer shall or shall procure that the Acquired Entities give the Sellers’ or ▇▇▇▇▇▇▇’▇ professional advisers access to such records and (z) Parent shall not settle such information as is reasonably necessary to conduct a Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedContest.

Tax Contests. (A) If, following Buyer shall promptly notify the Closing Date, Parent, the Surviving Corporation or any Seller in writing upon receipt by PEPL of the Group Companies receives from any Taxing Authority a written notice of any pending or threatened Tax audits or assessments for which Seller may have liability pursuant to this Agreement; provided, however, that no delay on the part of the Buyer in notifying the Seller shall relieve the Buyer from any obligation hereunder unless (and then solely to the extent) Seller is thereby prejudiced. Seller shall have right to control the conduct of any audit or assessment of Tax of PEPL for a period that ends on or prior to the Closing Date and for any audit or assessment of withholding Tax on the transfer of the PEPL Quotas (each such claim, a “Seller’s Tax Contest Claim”) so long as (i) Seller notifies the Buyer in writing within 30 days after the Buyer notifies the Seller of such Tax Contest Claim that the Seller shall indemnify the Buyer in connection with respect such Seller’s Tax Contest Claim, (ii) Seller conducts the defense of the Seller’s Tax Contest Claim actively and diligently, (iii) Seller pays the fees and disbursements incurred in connection with the Seller’s Tax Contest Claim and (iv) Seller keeps the Buyer informed regarding the progress and substantive aspects of the Seller’s Tax Contest Claim. Seller shall not compromise or settle any Seller’s Tax Contest Claim, without obtaining the Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Buyer shall have the right to which control the Parentconduct of any audit or assessment of Tax of PEPL for any Straddle Period, the Surviving Corporation, or the other Group Companies may reasonably provided if Seller could have any liability pursuant to this Agreement for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests Taxes owed with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding Tax claim (such Tax Contest. Parent and the Surviving Corporation may participate in such claim, a “Straddle Period Tax Contest Claim”), Buyer and the Stockholders’ Representative Seller shall not settle, compromise jointly engage Deloitte & Touche or otherwise resolve such Tax Contest without the consent of the Surviving Corporation other internationally recognized accounting firm as Buyer and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related Seller mutually agree to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Straddle Period Tax Contest Claim taking into account the interests of Buyer and Seller. Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without the obtaining written consent of Stockholders’ Representativethe other party hereto, which provided that such consent shall not be unreasonably withheld, conditioned, or delayed. Except as otherwise provided herein, Buyer shall control all other audit, examinations or administrative proceedings in respect of Taxes of PEPL. To the extent of any conflict between this § 6.4(e) and § 9.4, this § 6.4(e) shall control.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority Motif shall deliver a written notice to Nuprim Shareholders’ Representative in writing promptly following any demand, Claim, or notice of any Tax Contest commencement of a Claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Taxes of Nuprim for which Nuprim Shareholders may be liable (“Tax Contest”) and shall describe in reasonable detail (to the Parentextent known by Motif) the facts constituting the basis for such Tax Contest, the Surviving Corporationnature of the relief sought, or and the other Group Companies may reasonably have amount of the claimed Losses (including Taxes), if any liability for Pre-Closing Taxes(the “Tax Claim Notice”), Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, however, that Parent’s the failure or delay to promptly provide a copy of such notice to the Stockholdersso notify Nuprim Shareholders’ Representative shall not affect the Parent Indemnitee’s right relieve Nuprim Shareholders of any obligation or liability that Nuprim Shareholders may have to receive indemnification under Section 8.2(a) Motif, except to the extent the Stockholdersthat Nuprim Shareholders’ Representative has been actually demonstrates that Nuprim Shareholders are materially and materially adversely prejudiced as a result of such failurethereby. (b) With respect to Tax Contests for Taxes of Nuprim for a Pre-Closing Tax Period, Nuprim Shareholders’ Representative may elect to assume and control the defense of such Tax Contest by written notice to Motif within thirty (30) days after delivery by Motif to Nuprim Shareholders’ Representative of the Tax Claim Notice. If Nuprim Shareholders’ Representative elects to assume and control the defense of such Tax Contest, Nuprim Shareholders: (i) shall bear their own costs and expenses; (ii) shall be entitled to engage their own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) The Stockholderseither pay the Tax claimed or ▇▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that Nuprim Shareholders’ Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Motif (such consent not to be unreasonably withheld, delayed or conditioned), provided, further, that Nuprim Shareholders’ Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Motif (which consent may be withheld in the sole discretion of Motif) if such settlement or compromise would reasonably be expected to adversely affect the Tax Liability of Motif or any of its Affiliates for any Tax period ending after the Closing Date. If Nuprim Shareholders’ Representative elects to assume the defense of any Tax Contest, Nuprim Shareholders’ Representative shall: (x) keep Motif reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Motif of any related correspondence, and shall provide Motif with an opportunity to review and comment on any material correspondence before Nuprim Shareholders’ Representative sends such correspondence to any Taxing Authority); (y) consult with Motif in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Motif shall reasonably request, and Motif shall have the right, at its expense, to participate in (but not control, manage and be responsible for ) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (c) In connection with any Tax Contest that relates to the extent that Taxes of Nuprim for a Pre-Closing Tax Period that: (i) Nuprim Shareholders’ Representative does not timely elect to control pursuant to Section 8.13(b); or (ii) Nuprim Shareholders’ Representative fails to diligently defend, such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect shall be controlled by Motif (and Nuprim Shareholders shall reimburse Motif for all reasonable costs and expenses incurred by Motif relating to a Straddle Period StockholdersTax Contest described in this Section 8.13(c)) and Nuprim Shareholders’ Representative shall agrees to cooperate with Motif in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 8.13(c) and controlled by Motif, Motif shall: (x) keep Parent Nuprim Shareholders’ Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Nuprim Shareholders’ Representative of any related correspondence and shall provide Nuprim Shareholders’ Representative with an opportunity to review and comment on any material correspondence before Motif sends such correspondence to any Taxing Authority); (y) consult with Nuprim Shareholders’ Representative in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Nuprim Shareholders’ Representative shall reasonably request, and, at his own cost and expense, Nuprim Shareholders’ Representative shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contest. Parent and the Surviving Corporation may participate in Contests). (d) In connection with any Tax Contest for Taxes of Nuprim for any Straddle Period, such Tax Contest and the Stockholders’ Representative shall be controlled by Motif; provided, that Motif shall not settle, settle or compromise (or otherwise resolve take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Surviving Corporation and ParentNuprim Shareholders’ Representative, which with such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent Motif shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, : (x) Parent shall keep StockholdersNuprim Shareholders’ Representative informed of all material developments regarding and events relating to such Tax Contest (including promptly forwarding copies to Nuprim Shareholders’ Representative of any related correspondence and shall provide Nuprim Shareholders’ Representative with an opportunity to review and comment on any material correspondence before Motif sends such correspondence to any Taxing Authority); (y) consult with Nuprim Shareholders’ Representative in connection with the defense or prosecution of any such Tax Contest, ; and (yz) Stockholdersprovide such cooperation and information as Nuprim Shareholders’ Representative shall reasonably request, and, at his own cost and its counsel (at expense acting on behalf of Nuprim Shareholders, Nuprim Shareholders’ Representative shall have the Stockholders’ expense) may right to participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable Tax Authorities regarding such Tax Contest without Contests). (e) Notwithstanding anything to the written consent of Stockholders’ Representativecontrary contained in this Agreement, which consent the procedures for all Tax Contests shall be governed exclusively by this Section 8.13 (and not be unreasonably withheld, conditioned, or delayedSection 9.7).

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation Buyer or any of the Group Companies its affiliates receives from any Taxing Authority tax authority written notice of any claim, audit, or proceeding with respect to taxes (a “Tax Contest Contest”) with respect to which the Parent, the Surviving Corporation, or the other Group Companies Sellers may reasonably have any liability for Prepre-Closing Taxestaxes (including pursuant to any indemnification provisions under this Agreement) or for which the Sellers or any direct or indirect equity holder thereof may have liability on a flow-through basis, Parent the Buyer shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) Sellers. The Stockholders’ Representative Sellers shall have the right, at its their expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to a Pre-Closing TaxesTax Period. The Buyer may, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and at the Surviving Corporation may Buyer’s expense, participate in such Tax Contest and the Stockholders’ Representative Sellers shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and ParentBuyer, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Sellers shall keep the Surviving Corporation and Parent Buyer informed of the progress of all such Tax Contests and shall provide the Buyer with copies of all written communications with any Taxing Authority taxing authority related to such Tax Contests. (C) With respect to . the Buyer shall, at its expense, control, manage and be responsible for any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within that is not controlled by the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to Sellers. To the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to controlled by the Buyer could result in a liability of the Stockholders being liable Sellers for pre-Closing taxes (including pursuant to any amounts hereunderindemnification provisions under this Agreement) or could result in a liability of the Sellers or any direct or indirect equity holder of the Sellers on a flow-through basis, (xi) Parent shall keep Stockholdersthe Sellers may, at the Sellers’ Representative informed of all material developments regarding expense, participate in such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct ofii) the defense Buyer shall keep the Sellers informed of the progress of such Tax Contest, Contest and shall provide the Sellers with copies of all written communications with any taxing authority related to such Tax Contest and (ziii) Parent the Buyer shall not settle settle, compromise or otherwise resolve such Tax Contest without the written consent of Stockholders’ Representativethe Sellers, which consent shall will not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide If a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest claim relating to Taxes or Tax Returns shall be made by any Governmental Authority that, if successful, would result in any Seller being required to indemnify a Buyer Indemnified Party (for purposes of a Straddle Period or within this Article 8, an “Indemnified Taxpayer”) pursuant and subject to Sections 7.3, 8.2 and 9.1, the scope Indemnified Taxpayer shall promptly notify the Sellers in writing of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)fact; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced. (ii) The Sellers shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified Taxpayer so long as (A) the Sellers notify the Indemnified Taxpayer in writing within fifteen (15) calendar days after the Indemnified Taxpayer has given notice of such claim that the Sellers will contest such claim, (B) the Sellers provide the Indemnified Taxpayer with evidence reasonably acceptable to the Indemnified Taxpayer that the Sellers will have the financial resources to defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Indemnified Taxpayer, the Sellers provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail in that contest, and (D) the Sellers conducts the defense of the claim actively and diligently. (iii) Subject to the provisions of paragraph (ii) above, the Sellers shall be entitled to prosecute such contest to a determination in a court of initial jurisdiction, and if the Sellers shall reasonably request, to a determination in an appellate court provided that, if requested in writing by the Indemnified Taxpayer, the Sellers shall provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail on that appeal. (iv) The Sellers shall not be entitled to settle or to contest any claim relating to Taxes if the settlement of, or an adverse judgment with respect to, the claim would be likely, in the good faith judgment of the Indemnified Taxpayer, to cause the liability for any Tax of the Company or any member of a consolidated, combined, or affiliated group of which the Company is also a member for any taxable period ending after the Closing Date to increase (including, but not limited to, by making any election or taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit) or to take a position that, if applied to any taxable period ending after the Closing Date, would be adverse to the interest of the Indemnified Taxpayer or any Affiliate of the Indemnified Taxpayer except to the extent that such action is consistent with the Company’s past practices in the ordinary course of its business, but only if the Indemnified Taxpayer waives its right to indemnification hereunder. (v) If any such Tax Contest relating of the conditions in Section 8.3(a)(ii) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and consent to Taxes the entry of any judgment or Tax Returns enter into any settlement with respect to, the claim in any manner it may deem appropriate and (B) the Sellers will remain responsible for any Damages the Indemnified Taxpayer may suffer to the fullest extent provided in this Section 8.1. (vi) In the event of a Straddle Period conflict between any provision of this Article 8 and reasonably be expected to result in the Stockholders being liable for any amounts hereunderprovisions of Article 9, (x) Parent Article 8 shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedprevail.

Tax Contests. (Aa) IfPurchaser shall provide prompt notice to Seller of any pending or threatened Contest of which it becomes aware related to Taxes for any taxable period for which it is indemnified by Seller hereunder; provided, following however, that no delay or failure in delivering any such notice shall in any manner limit Purchaser’s rights hereunder unless and only to the Closing Date, Parent, extent Seller is actually and materially prejudiced thereby. Such notice shall contain factual information (to the Surviving Corporation or extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of the Group Companies receives any notice and other documents it has received from any Taxing Authority written notice in respect of any such matters. (b) Seller or its designee shall have the right to represent any Conveyed Company’s interests in any Contest relating to a Tax Contest matter arising with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for a Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except Period to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof, to employ counsel of such failure. (B) The Stockholders’ Representative shall have the rightits choice, at its expense, and to controlcontrol the conduct of such Contest, manage including settlement or other disposition thereof; provided, however, that Purchaser shall have the right to consult with Seller regarding any such Contest and shall be responsible for provided a copy of any correspondence or written materials received from, or sent to, the applicable Taxing Authority in connection with such Contest; and provided, further, that any settlement or resolution of such a Tax Contest that would reasonably be expected to have a material effect in (i) any taxable period beginning after the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to Date or (ii) in the case of a Straddle Period, the portion of such Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and beginning after the Surviving Corporation Closing Date may participate in such Tax Contest and only be made with the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the prior written consent of the Surviving Corporation and ParentPurchaser, which consent will not be unreasonably withheld, conditioned delayed or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contestsconditioned. (Cc) With respect Purchaser shall have the right to control the conduct of any Tax Contest relating to Taxes or a Tax Returns matter of any Conveyed Company arising with respect to a Straddle Period or within taxable period ending after the scope Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of any Conveyed Company pursuant to Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel7.4(b); provided, however, that Seller shall have the right, at Seller’s own expense, to the extent that consult with Purchaser regarding any such Tax Contest relating to Taxes that may affect any Conveyed Company for any Pre-Closing Period or Tax Returns for any portion of a Straddle Period ending on the Closing Date and reasonably shall be expected to result provided a copy of any correspondence or written materials received from, or sent to, the applicable Taxing Authority in the Stockholders being liable connection with such Contest that may affect any Conveyed Company for any amounts hereunderPre-Closing Period or for any portion of a Straddle Period ending on the Closing Date; and provided, (x) Parent shall keep Stockholders’ Representative informed further, that any settlement or other disposition of all material developments regarding any such Tax Contest, (y) Stockholders’ Representative and its counsel (at Contest that may materially affect any Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period ending on the Stockholders’ expense) Closing Date may participate in (but not control only be made with the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ RepresentativeSeller, which consent shall will not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, any expenses agreed to in writing in advance by Seller (which agreement shall not be unreasonably conditioned or withheld) incurred by Purchaser in controlling the Conduct of any Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof shall constitute Losses described in Section 7.5(b) hereof. As with all other Tax disputes under this Agreement, it is understood by the Parties that any disputes arising under this Section 7.4(c), including disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article VII that require the agreement of the Parties within the meaning of Section 7.9 and, therefore, shall be resolved in accordance with Section 7.9. (d) Seller and Purchaser agree, in each case at no cost to the other Party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or delayedemployees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. Notwithstanding the foregoing, with respect to any information sought by Seller or its Affiliates with respect to any direct indemnification claim between any Purchaser Indemnified Party and Seller under this Article VII, the applicable rules of discovery shall apply in lieu of this Section 7.4(d). (e) Where there is a dispute with a Taxing Authority regarding liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or shall cause the appropriate Conveyed Company to, as the case may be, at the request of Seller, pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the Conveyed Company shall be promptly reimbursed by Seller in a manner to be agreed upon by the Parties at such time as Seller makes such request.

Tax Contests. (A) IfNotwithstanding anything to the contrary in this Clause 19, following if, in connection with any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller’s Group Tax Return or RTI Tax Return with respect to the Closing Date, Parent, the Surviving Corporation income or any operations of the Group Acquired Companies receives from for a Pre-Closing Tax Period, any Taxing Authority governmental body issues to the Acquired Companies a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for documents or other information, written notice of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such tax return, Buyers shall notify Seller of the receipt of such communication from such governmental body within 20 Business Days after receiving such communication. Seller shall have the right to represent its interests and to employ counsel of its choice at its expense. Buyers shall have the right to participate in any such Tax Contest proceeding at their own expense. Buyers shall not, and shall not permit the Acquired Companies to, settle or otherwise resolve any issue with respect to which any Taxes of the Parent, the Surviving Corporation, or the other Group Acquired Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, settlement or other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to resolution could result in the Stockholders Seller being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest pursuant to this Agreement without the prior written consent of Stockholders’ RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned, or delayed. Seller shall have the right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller’s Group Tax Return of the Acquired Companies for any Pre-Closing Tax Period to the extent that such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided that Buyers, at Buyers’ sole cost and expense, shall have the right to participate in any such contest. Seller are not entitled to settle, either administratively or after the commencement of litigation, that portion of a Tax proceeding for which Buyers may incur an indemnification obligation or that would result in increased Liability for Buyers for Taxes attributable to a Post-Closing Tax Period without the prior written consent of Buyers, which consent shall not be unreasonably withheld, conditioned, or delayed. For avoidance of doubt, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller’s Group Tax Return and Buyer shall have no right to participate therein.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from 7.4.1 If any Taxing Authority written or other Person asserts a Tax Claim, then the party hereto first receiving notice of any such Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of such any relevant correspondence received from the Taxing Authority or other Person. 7.4.2 If, within 30 calendar days after any the Sellers receives or delivers, as the case may be, notice of a Tax Claim, the Sellers provide to the Stockholders’ RepresentativePurchaser an Election Notice, then subject to the provisions of this Section 7.4, the Sellers shall defend or prosecute, at their sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall defended or prosecuted diligently by the Sellers to a Final Determination; provided, that Parent’s failure to promptly provide a copy the Sellers shall not, without the prior written consent of the Company, enter into any compromise or settlement of such notice Tax Claim that would result in any Tax detriment to the Stockholders’ Representative Company. So long as the Sellers are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided to the Sellers any information reasonably requested by the Sellers relating to such Tax Claim, and shall otherwise cooperate with the Sellers and their representatives in good faith in order to contest effectively such Tax Claim. The Sellers shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not affect to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 7.4.3 If, with respect to any Tax Claim, the Parent Indemnitee’s Sellers fails to deliver an Election Notice to the Company within the period provided in Section 7.4.2 or, after delivery of such Election Notice to the Company, the Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Sellers, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Sellers shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 7.4.3, and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 7.4.3, the Company shall, from time to time, be entitled to receive indemnification under Section 8.2(a) except current payments from the Sellers with respect to costs and expenses incurred by the extent Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Stockholders’ Representative has been actually and materially prejudiced Company as a result of such failurereceiving a payment from the Sellers pursuant to this Section 7.4) (collectively "Associated Costs"). (B) The Stockholders’ Representative shall have 7.4.4 In the right, at its expense, to control, manage and be responsible for case of any Tax Contest Claim that is defended or prosecuted to a Final Determination by the Sellers pursuant to this Section 7.4, the Sellers shall pay to the extent that appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Contest relates solely to Pre-Closing Taxes, other than Claim within five Business Days after such Final Determination. In the case of any Tax Contests with respect Claim that is defended or prosecuted to a Straddle Period Stockholders’ Representative Final Determination by the Company pursuant to the terms of this Section 7.4, the Sellers shall keep Parent informed pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of all material developments regarding any Tax arising or resulting from such Tax ContestClaim, together with any Associated Costs that have not theretofore been paid by the Sellers to the Company, within five Business Days after such Final Determination. Parent and In the Surviving Corporation may participate case of any Tax Claim not covered by the two preceding sentences, the Sellers shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with Claim (calculated after taking into account any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result actual reduction in the Stockholders being liable current liability for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense Taxes of such Tax Contest, and (z) Parent shall not settle Indemnitee for Tax arising out of or resulting from such payment or such Tax Contest without Claim), together with any Associated Costs that have not theretofore been paid by the written consent Sellers to the Company, at least five Business Days before the date payment of Stockholders’ Representativesuch Tax is due from any Tax Indemnitee. 7.4.5 Notwithstanding anything contained in this Article VII to the contrary, which consent shall not be unreasonably withheld, conditionedthe rights of the Sellers under this Section 7.4 to defend or prosecute, or delayedto control the defense or prosecution of, any Tax Claim shall be no greater than those rights that the Company would have to defend or prosecute, or to control the defense or prosecution of, such Tax Claim.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any Purchaser and Sellers shall promptly notify each other upon receipt by such party of the Group Companies receives from any Taxing Authority written notice of any inquiries, claims, assessments, or audits that relate to Taxes for a Pre-Closing Tax Contest Period or Straddle Period with respect to which Sellers may be liable under this Agreement (“Tax Contest Claim”); provided that no failure or delay by Purchaser to give Sellers notice of a Tax Contest Claim shall reduce or otherwise affect the Parentobligations of Seller to indemnify Purchaser Indemnified Parties for any Damages arising out of such Tax Contest Claim, unless such failure or delay materially impairs the Surviving Corporation, or the other Group Companies may reasonably have any liability for ability of Sellers to defend such Tax Contest Claim. With respect to a Tax Contest Claim that relates solely to a Pre-Closing TaxesPeriod, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Sellers shall have the rightright to control the conduct of such claim if Sellers provide Purchaser with written notice of their election to control such claim within twenty (20) days of receipt of notice thereof (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of Purchaser to defend such Tax Contest Claim) (any such claim, a “Sellers Tax Contest Claim”); provided that: (a) Sellers shall keep Purchaser informed regarding the progress and substantive aspects of any Sellers Tax Contest Claim, (b) Purchaser shall be entitled (at its expense, ) to control, manage and be responsible for participate in any Sellers Tax Contest to the extent that such Claim and (c) Sellers shall not compromise or settle any Sellers Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative Claim without Purchaser’s written consent which shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned unless the sole consequence of such compromise or delayedsettlement is the payment of a fixed amount of monetary damages that shall be borne by Sellers pursuant to Section 7.1. The Stockholders’ Representative If Sellers do not elect to control a Tax Contest Claim that relates solely to the Pre-Closing Tax Period, Purchaser shall keep the Surviving Corporation and Parent informed of the progress of all be entitled to control such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) claim. With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative Claim that does not elect relate solely to controla Pre-Closing Tax Period, Parent shall, solely at Parent’s own cost Purchaser and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent Sellers shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not jointly control the conduct of) the defense of such Tax Contest, claim and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedfully cooperate in all respects.

Tax Contests. (A) If, following subsequent to the Closing Date, ParentClosing, the Surviving Corporation Purchaser or any of the Group Companies a Related Purchaser Party receives from any Taxing Authority written notice of any Tax Contest inquiries, claims, assessments, audits or similar events with respect to which any Seller Taxes (other than Taxes of the ParentPartnership) (a “Tax Contest”), then promptly after receipt of such notice, the Surviving Corporation, or Purchaser shall inform the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy Sellers of such notice to the Stockholders’ Representativenotice; provided, however, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative comply with this provision shall not affect the Parent IndemniteePurchaser’s right to receive indemnification under Section 8.2(a) hereunder except if, and only to the extent the Stockholders’ Representative has been actually and materially prejudiced that, as a result of such failure. (B) , the Sellers were actually prejudiced. The Stockholders’ Representative Sellers shall have the right, at its expense, right to control, manage control the conduct and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed resolution of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C1) With respect to any Tax Contest relating to Taxes or the Subject Entities’ and the Seller’s Income Tax Returns of liabilities attributable solely to a Straddle Period or within the scope of Section 8.2(d)(iii)(BPre-Closing Tax Period, and (2) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such any other Tax Contest (including selection of counsel)that relates solely to Seller Taxes; provided, however, that the Sellers shall notify the Purchaser in writing and keep the Purchaser apprised of the status of same. The Purchaser shall have the right to the extent that participate in any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in controlled by the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and Sellers at its counsel (at the Stockholders’ own expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent . The Sellers shall not settle such or compromise any Tax Contest (other than Tax Contests relating to the Subject Entities’ or the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Period) without the prior written consent of Stockholders’ Representativethe Purchaser, which consent shall not be unreasonably delayed, conditioned or withheld. The Purchaser shall control the conduct and resolution of all other Tax Contests that relate to a Pre-Closing Tax Period; provided, conditionedhowever, that the Purchaser shall notify the Sellers in writing and keep the Sellers apprised of the status of same. The Sellers shall have the right to participate in any such Tax Contest that related to a Pre-Closing Tax Period controlled by the Purchaser at their own expense. To the extent such Tax Contest relates to Seller Taxes, the Purchaser shall not settle or compromise any Tax Contest without the prior written consent of the Sellers, which consent shall not be unreasonably delayed, conditioned or withheld.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from Other than H-10 Tax Claims). 8.12.1. If any Taxing Authority written or other Person asserts a Tax Claim, then the Party first receiving notice of any such Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Claim shall promptly provide written notice thereof to the other Parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of such all correspondence or other materials received from the Taxing Authority or other Person. 8.12.2. If, within 30 calendar days after either of the Equityholders receives or delivers, as the case may be, notice of a Tax Claim, the Equityholders provide to the Stockholders’ RepresentativePurchaser an Election Notice, then subject to the provisions of this Section 8.11, the Equityholders shall defend or prosecute, at their sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Equityholders to a Final Determination; provided, that Parent’s failure to promptly provide a copy the Equityholders shall not, without the prior written consent of the Company, enter into any compromise or settlement of such notice Tax Claim that would result in any Tax detriment to the Stockholders’ Representative Company. So long as the Equityholders are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided to the Equityholders any information reasonably requested by the Equityholders or their authorized representatives relating to such Tax Claim, and shall otherwise cooperate with the Equityholders and their representatives in good faith in order to contest effectively such Tax Claim. The Equityholders shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not affect to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 8.12.3. If, with respect to any Tax Claim, the Parent Indemnitee’s Equityholders fail to deliver an Election Notice to the Company within the period provided in Section 8.11.2 or, after delivery of such Election Notice to the Company, the Equityholders fail diligently to defend or prosecute such Tax Claim to a Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Equityholders, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Equityholders shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Equityholders may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 8.11.3, and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 8.11.3, the Company shall, from time to time, be entitled to receive indemnification under Section 8.2(a) except current payments from the Equityholders with respect to costs and expenses incurred by the extent Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Stockholders’ Representative has been actually and materially prejudiced Company as a result of such failurereceiving a payment from the Equityholders pursuant to this Section 8.11) (collectively "Associated Costs"). (B) The Stockholders’ Representative shall have 8.12.4. In the right, at its expense, to control, manage and be responsible for case of any Tax Contest Claim that is defended or prosecuted to a Final Determination by the Equityholders pursuant to this Section 8.11, the Equityholders shall pay to the extent that appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Contest relates solely to Pre-Closing Taxes, other than Claim within five Business Days after such Final Determination. In the case of any Tax Contests with respect Claim that is defended or prosecuted to a Straddle Period Stockholders’ Representative Final Determination by the Company pursuant to the terms of this Section 8.11, the Equityholders shall keep Parent informed pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of all material developments regarding any Tax arising or resulting from such Tax ContestClaim, together with any Associated Costs that have not theretofore been paid by the Equityholders to the Company, within five Business Days after such Final Determination. Parent and In the Surviving Corporation may participate case of any Tax Claim not covered by the two preceding sentences, the Equityholders shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with Claim (calculated after taking into account any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result actual reduction in the Stockholders being liable current liability for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense Taxes of such Tax Contest, and (z) Parent shall not settle Indemnitee for Tax arising out of or resulting from such payment or such Tax Contest without Claim), together with any Associated Costs that have not theretofore been paid by the written consent Equityholders to the Company, at least five Business Days before the date payment of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedsuch Tax is due from any Tax Indemnitee.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from If any Taxing Authority issues written notice of a proposed assessment, audit, contest, Action or litigation with respect to Taxes or Tax Returns of the Seller (with respect to any Acquired Company) or any Acquired Company for a Pre-Closing Tax Period or a Straddle Period (a “Tax Contest”), then the party hereto first receiving notice of such Tax Contest shall promptly provide written notice thereof to the other party or parties hereto describing the claim, the amount thereof (if known or quantifiable) and the basis thereof, provided however, that the failure to provide such notice shall not relieve the other party from any of its obligations under this Section 9.1, except to the extent that such other party is materially prejudiced as a consequence of such failure. (ii) Seller shall have the right to control, at its own expense, any Tax Contest with respect to any Acquired Company which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for could result in an indemnity obligation of Seller under this Agreement and relates to a Pre-Closing TaxesTax Period (a “Seller’s Tax Contest”), Parent provided that (a) Seller shall promptly provide a copy keep the Buyer reasonably informed concerning the progress of such notice Tax Contest, (b) the Seller shall provide Buyer copies of all material correspondence, notices and other written material received from any Taxing Authority with respect to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests and shall otherwise keep Buyer apprised of substantive developments with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent , (c) the Seller shall provide Buyer with a copy of, and the Surviving Corporation may an opportunity to review and comment on, all significant written submissions made to a Taxing Authority in connection with such Tax Contest, (d) Buyer shall be entitled to participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at ParentBuyer’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (ze) Parent shall the Seller may not settle such Tax Contest agree to a settlement or compromise thereof without the prior written consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditionedconditioned or delayed; provided, however, that nothing in this Agreement shall require Seller to provide or otherwise make available to Buyer, the Company or any of their Affiliates a copy of any of Seller’s Consolidated Returns other than a pro forma Tax Return for the applicable Acquired Companies. (iii) In the case of any Tax Contest relating to any Straddle Period or if Seller fails to elect to control a Seller’s Tax Contest within a reasonable time pursuant to Section 9.1(f)(ii), Buyer shall control the conduct of such Tax Contest at Seller’s expense (provided, that, in the case of a Straddle Period, such expense shall be ratably allocated between Seller and Buyer); provided that (v) Buyer shall keep the Seller reasonably informed concerning the progress of such Tax Claim, (w) Buyer shall provide the Seller copies of all material correspondence, notices, and other written materials received from any Taxing Authority with respect to such Tax Contest and shall otherwise keep the Seller apprised of substantive developments with respect to such Tax Contest, (x) Buyer shall provide the Seller with a copy of, and an opportunity to review and comment on, all significant written submissions made to a Taxing Authority in connection with such Tax Contest, (y) the Seller shall be entitled to participate in such Tax Claim at its own expense, and (z) the Buyer may not agree to a settlement or compromise thereof without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation Acquiror will provide prompt notice to Holder Representative upon receipt by Acquiror or any of the Group Companies receives from any Taxing Authority written its Affiliates of notice of any pending or threatened Tax audits, examinations, assessments or other proceeding of the Company, its Subsidiaries or Blocker Company that relate to any Tax for which any Escrow Participant may be liable (including pursuant to Section 9.2) (such audit, examination, assessment or other proceeding, a “Tax Contest”). Such notice will state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (ii) With respect to any Tax Contest with respect relating solely to which a taxable period ending on or before the Parent, the Surviving Corporation, Closing Date or the other Group Companies may reasonably have any liability for relating solely to a Pre-Closing TaxesFlow-Through Tax Return, Parent shall promptly provide a copy the Holder Representative will have the right to control the conduct of such notice to Tax Contest (including by employing counsel of its choice at the StockholdersEscrow Participants’ Representativeexpense); provided, that Parent’s failure to promptly provide a copy if the disposition of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely could reasonably be expected to affect the Tax liabilities of Acquiror (or any of its Affiliates) after the Closing, (1) the Holder Representative will keep Acquiror reasonably informed concerning the progress of such Tax Contest, (2) the Holder Representative will provide Acquiror copies of all material written correspondence relevant to such Tax audit or administrative or court proceeding, and (3) except with respect to Tax Contests relating to Pre-Closing TaxesFlow-Through Tax Returns, other than the Holder Representative will not settle such Tax Contests audit or administrative or court proceeding without the prior written consent of Acquiror, which consent will not be unreasonably withheld, conditioned or delayed. (iii) With respect to any Tax Contest not described in Section 7.5(e)(ii) (or with respect to a Straddle Period Stockholders’ any Tax Contest described in Section 7.5(e)(ii) that the Holder Representative does not elect to control), Acquiror shall have the right to control the conduct of such Tax Contest; provided, however, that (1) Acquiror will keep Parent the Holder Representative reasonably informed concerning the progress of such Tax Contest, (2) Acquiror will provide Holder Representative copies of all material developments regarding written correspondence relevant to such Tax Contest. Parent audit or administrative or court proceeding, and the Surviving Corporation may participate in (3) Acquiror will not settle such Tax Contest and the Stockholders’ Representative shall not settle, compromise audit or otherwise resolve such Tax Contest administrative or court proceeding without the prior written consent of the Surviving Corporation and ParentHolder Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep To the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications extent any provisions in this Section 7.5(e) are inconsistent with any Taxing Authority related to such Tax Contests. (C) With Section 9.4 with respect to any Tax Contest Contest, this Section 7.5(e) shall control. (iv) In the case of any Tax audit relating to Taxes a taxable period of the Company beginning after December 31, 2017, but ending on the Closing Date, the Company or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest its “partnership representative” (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result as defined in the Stockholders being liable for Code) shall elect under Section 6226 of the Code and any amounts hereunder, Treasury Regulations thereunder (xand take all other actions necessary under the Code and any Treasury Regulations to make such election effective) Parent shall keep Stockholders’ Representative informed to have each member (who was a member during such taxable period) of all material developments regarding such Tax Contest, (y) Stockholders’ Representative the Company take into account its share of any audit adjustments and its counsel (at not to apply Section 6225 of the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedCode.

Tax Contests. (Ai) If, following the Closing Date, Parent, Acquirer, the Surviving Corporation or any Company and its Subsidiaries, on the one hand, and the Sellers and their Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of the Group Companies receives from any Taxing Authority written notice of any Tax Contest inquiries, claims, assessments, audits or similar events with respect to Taxes of the Company and its Subsidiaries for which the Parentother party would reasonably be expected to be responsible under this Agreement (any such inquiry, the Surviving Corporationclaim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other Group Companies may reasonably have party of any Tax Matter shall not relieve such other party of any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of with respect to such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) Tax Matters except to the extent the Stockholders’ Representative has been such party was actually and materially prejudiced as a result of such failurethereof. (Bii) The Stockholders’ Representative Parent (and its Affiliates) shall have the right, at its expense, right to control, manage and be responsible for control the conduct of any Tax Contest Matters; provided, that, if a Tax Matter relates to the extent that Taxes for which a Seller is responsible pursuant to this Agreement (i) Parent shall use commercially reasonable efforts to defend such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent Matter diligently and in good faith as if it were the Surviving Corporation may participate only party in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings interest in connection with such Tax Contest Matter, (including selection ii) the Sellers shall have the right to fully participate (at their sole cost and expense) in the conduct of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period Matter at all administrative, appellate and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, other dispute resolution stages, (xiii) Parent shall keep Stockholders’ Representative the Sellers reasonably informed of all and consult in good faith with the Sellers with respect to any material developments regarding issue relating to such Tax ContestMatter, (yiv) Stockholders’ Representative Parent shall provide or forward all written communications from the relevant Tax Authority to the Sellers and its counsel offer the Sellers an opportunity to comment on any written materials in connection with such Tax Matter prior to such materials being furnished or submitted and shall consider any such comments in good faith, (at v) Parent shall offer the Stockholders’ expense) may Sellers an opportunity to participate in (but not control any phone conversations or meetings with the conduct of) the defense of such relevant Tax Contest, Authority and (zv) Parent shall not settle such Tax Contest Matter without the written consent of Stockholders’ Representativethe Sellers, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. (Aa) If, following The party obliged to provide indemnification under this Section 9.7 (the Closing Date, Parent, "Tax Indemnitor") shall assume and direct the Surviving Corporation defense or any of the Group Companies receives from any Taxing Authority written notice settlement of any hearing, arbitration, suit or other proceeding (each a "Tax Contest Contest") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability with respect to which the Parent, Tax Indemnitor would have an indemnification obligation under this Section 9.7 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 9.7 (the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a"Tax Indemnified Party") except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the rightright to participate, at as its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, it being understood that the Tax Indemnitor shall control such Tax Contest. (b) The Tax Indemnitor shall pay all out-of-pocket expenses and other costs related to the Tax Indemnification Liability, including but not limited to reasonable fees for attorneys, accountants, expert witnesses or other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party (zother than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. To the extent that any such expenses and other costs have been or are paid by a Tax Indemnified Party, the Tax Indemnitor shall promptly reimburse the Tax Indemnified Party therefor. (c) Parent Any Tax Indemnified Party shall give written notice to the Tax Indemnitor of any settlement proposed by the Taxing authority. The Tax Indemnitor shall have the right, in its sole discretion, to settle any claim for which indemnification has been sought under this Section 9.7; provided, however, that the Tax Indemnitor shall not settle such enter into any settlement, closing agreement or other agreement with respect to any Tax Contest liability with respect to the Business, the Transferred Assets or the Transferred Subsidiaries without the prior written consent of Stockholders’ Representative, which the Tax Indemnified Party (such consent shall not to be unreasonably withheld, conditioned, withheld or delayed) if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the Tax Indemnified Party for taxable periods or portions thereof beginning on or after the Closing Date.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation Each Purchaser shall promptly notify Seller in writing upon receipt by such Purchaser or any of its Affiliates, and Seller shall promptly notify the Group Companies receives from Purchasers in writing upon receipt by Seller or any Taxing Authority written of its Affiliates, of notice of any deficiency, proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes or Tax Contest Returns of the Acquired Companies or the Acquired Assets for any Pre-Closing Tax Period (each, a “Pre-Closing Tax Claim”) or Straddle Period. Seller, in its sole discretion, may contest such Pre-Closing Tax Claim in any permissible forum and shall otherwise have the sole right at the sole expense of Seller to direct and control any administrative or judicial proceedings relating to such Pre-Closing Tax Claim, provided that OpCo Purchaser (with respect to which the Parent, OpCo Acquired Companies and the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(aOpCo Acquired Assets) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. PropCo Purchaser (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent the PropCo Acquired Companies and the Surviving Corporation may participate in Transferred Real Estate Assets) shall be entitled to be present at its sole expense at such Tax Contest and the Stockholders’ Representative applicable administrative or judicial proceedings. Seller shall not settle, compromise or otherwise resolve abandon any such Pre-Closing Tax Contest Claim without obtaining the prior written consent of the Surviving Corporation and Parent, which consent will applicable Purchaser (not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed ), if such settlement, compromise, or abandonment could result in such Purchaser or any of the progress of all such Acquired Companies incurring a Tax Contests and shall provide copies of all written communications or loss or reduction in any Tax asset. OpCo Purchaser, solely with any Taxing Authority related to such Tax Contests. (C) With respect to the OpCo Acquired Companies and the OpCo Acquired Assets, or PropCo Purchaser, solely with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets, shall control, at its own expense, any Tax Contest proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes or Tax Returns of for a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control(each, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such a “Straddle Tax Contest (including selection of counselClaim”); provided, however, that to the extent that any (i) such Tax Contest relating to Taxes or Tax Returns of Purchaser shall provide Seller with a Straddle Period timely and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed detailed account of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense each phase of such Straddle Tax ContestClaim, and (zii) Parent such Purchaser shall not settle settle, compromise or abandon any such Straddle Tax Contest Claim without obtaining the prior written consent of Stockholders’ Representative, which consent shall Seller (not to be unreasonably withheld, conditionedconditioned or delayed), if such settlement, compromise, or delayedabandonment could result in any of the Acquired Companies incurring a Tax that Seller is obligated to pay pursuant to Section 20.

Tax Contests. (A) If, following the Closing Date, ParentThe Purchaser, the Surviving Corporation Company and their Subsidiaries, on the one hand, and the Sellers’ Representative, on the other hand, shall notify the other in writing promptly after (but in no event more than ten (10) days after) acquiring knowledge of any inquiry, claim, audit, assessment, proceeding or similar event with respect to any of Pre-Closing Tax Period Straddle Period, or that otherwise may affect the Group Companies receives from Sellers’ liability for Taxes, with respect to the Company and its Subsidiaries (any Taxing Authority written notice such inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) Tax Contest except to the extent that such failure shall have prejudiced the Stockholders’ Representative has been actually and materially prejudiced as a result defense of such failure. (B) matter. The StockholdersSellers’ Representative shall have the right, at its expenseupon written notice addressed and delivered to the Purchaser, to control, manage and be responsible for any Tax Contest to control the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed conduct of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes (a) a Tax period ending on or Tax Returns before the Closing Date, and (b) the pre-Closing portion of a U.S. federal income Tax Straddle Period of the Company or within any Subsidiary of the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect Company to controlthe extent, Parent shallin either case, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection could affect the allocations of counsel)income to the Sellers, or could affect the Sellers’ liability for Taxes under this Agreement; provided, however, that (i) the Sellers’ Representative shall provide the Purchaser the opportunity to participate in the extent that any defense of such Tax Contest relating to Taxes or Tax Returns at the Purchaser’s expense, with counsel of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderPurchaser’s choice at the Purchaser’s expense, (xii) Parent the Sellers’ Representative shall keep Stockholders’ Representative the Purchaser reasonably informed of all material developments regarding the progress of such Tax Contest, (yiii) Stockholdersthe Sellers’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle or compromise such Tax Contest without the Purchaser’s prior written consent of Stockholders’ Representativeconsent, which consent shall not be unreasonably withheld, conditioned, or delayeddelayed and (iv) in the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the Sellers’ Representative’s control rights shall be limited to those matters affecting the portion of such Straddle Period ending on and including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to Purchaser or its Affiliates pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder) and (y) Purchaser may direct, in its sole discretion, any Subsidiary of the Company to make an election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. With respect to all other Tax Contests, or if the Sellers’ Representative has not elected to control the conduct of a Tax Contest described in the prior sentence within thirty (30) days after receipt of notice thereof, the Purchaser shall have the right to control the conduct of any Tax Contest, including any settlement or compromise thereof; provided, however, that (i) the Purchaser shall provide the Sellers’ Representative the opportunity to participate in the defense of such Tax Contest at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), with counsel of the Sellers’ Representative’s choice at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), (ii) the Purchaser shall keep the Sellers’ Representative reasonably informed of the progress of such Tax Contest and (iii) the Purchaser shall not settle or compromise such Tax Contest without the Sellers’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and provided further that the Sellers’ Representative shall consent (or be deemed to consent) to the making of any election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such partnership representative to cooperate in implementing the provisions of this Section 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period. In the case of any Tax Contest that is also a Third-Party Claim, the procedures set forth in this Section 10.03, and not those set forth in Section 8.04 or Section 8.05, shall govern the conduct of such Tax Contest. Notwithstanding anything herein to the contrary, any Tax Contest relating to or involving NewCo or any of NewCo’s direct or indirect owners shall be solely controlled by NewCo or NewCo’s direct or indirect owners, as applicable, and the Purchaser shall have no rights hereunder with respect to any such Tax Contest.

Tax Contests. (a) If any governmental authority issues to Buyer (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written a notice of any Tax Contest with respect its intent to which the Parent, the Surviving Corporation, audit or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests conduct another proceeding with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise Return or otherwise resolve such Tax Contest without the consent Taxes of the Surviving Corporation Company for which Seller is responsible pursuant to Section 4.6(a) or (B) a notice of deficiency with respect to any such Taxes (any such audit, proceeding or deficiency, a “Seller Tax Matter”), Buyer shall promptly notify the Seller of its receipt of such communication from the governmental authority and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep provide the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide Seller with copies of all written communications with correspondence and other documents received from the Taxing Authority. The Seller, at its sole cost and expense, shall have the right to control (including the selection of counsel) any Taxing Authority related audit or other proceeding of the Company in respect of a Seller Tax Matter (a “Tax Contest”) other than a Tax Contest relating to such Tax Contests. (C) With respect to a Straddle Period. Buyer shall control any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlPeriod, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that the Seller, at its sole cost and expense, shall have the right to participate in any Straddle Period Tax Contest for the extent that any Company, and Buyer shall not settle, resolve, or abandon a Tax Contest (whether or not the Seller participates in such Tax Contest Contest) relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent permission of Stockholders’ Representative, the Seller which consent shall not be unreasonably withheld, conditioneddelayed, or delayedconditioned. (b) If the Seller elects to control a Tax Contest (other than a Tax Contest relating to a Straddle Period), (A) the Seller shall notify Buyer of such intent within ten (10) days of receiving notice of the Tax Contest; and (B) while it controls a Tax Contest, the Seller shall (1) keep Buyer reasonably informed regarding the status of such Tax Contest;

Tax Contests. (A) If, following Buyer shall promptly notify the Closing Date, Parent, Members’ Representative upon the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice receipt of any Tax Contest notice, or becoming aware, of any audit or other similar examination with respect to any Taxes for which the ParentMembers would reasonably be expected to be liable pursuant to this Agreement, the Surviving Corporation, or the other Group Companies may reasonably have including with respect to any liability for Pre-Closing Taxes, Parent shall promptly provide Tax Period (a copy of such notice to the Stockholders’ Representative“Tax Contest”); provided, that Parent’s no failure to promptly provide a copy or delay of Buyer in providing such notice to the Stockholders’ Representative shall not reduce or otherwise affect the Parent Indemnitee’s right obligations of the Members pursuant to receive indemnification under Section 8.2(a) this Agreement, except to the extent that the StockholdersMembers’ Representative has been actually and materially prejudiced as a result demonstrates that the defense of such failure. (B) The StockholdersTax Contest is prejudiced by such failure or delay. Buyer shall control, or cause the Company to control the conduct of any Tax Contest; provided, that if a Tax Contest relates solely to a Pass-Through Return, the Members’ Representative shall have the rightright to assume control, at its Members’ expense, to control, manage and be responsible for any Tax Contest to the extent that of such Tax Contest relates solely to Pre-Closing Taxes, other than if (x) within fifteen (15) days of receiving notice of the Tax Contests with respect to a Straddle Period StockholdersContest the Members’ Representative shall keep Parent informed notifies Buyer of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in its intent to take control of such Tax Contest and (y) the Stockholdersresolution of such Tax Contest could not have a material adverse effect for the Company in a taxable period (or portion thereof) beginning after the Closing Date (as reasonably determined by Buyer); provided, further, that (i) Buyer, at its cost and expense, shall have the right to participate in any such Tax Contest and (ii) the Members’ Representative shall not settle, compromise or otherwise resolve settle any such Tax Contest without the consent of the Surviving Corporation and ParentBuyer’s written consent, which consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep If the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersMembers’ Representative does not elect to controlcontrol such Tax Contest, Parent shallor for any other Tax Contest that relates to a Pre-Closing Tax Period, solely Buyer shall control such Tax Contest; provided, that the Members’ Representative, at Parent’s own the Members’ cost and expense, control all proceedings shall have the right to participate in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns Contest. In the event of a Straddle Period any conflict between the provisions of this Section 6.7(d) and reasonably be expected to result in the Stockholders being liable for any amounts hereunderprovisions of Section 10.6, (xthe provisions of this Section 6.7(d) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedcontrol.

Tax Contests. (Aa) IfIf any Tax Authority issues to Purchaser, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written or the Company Subsidiary (i) a notice of any Tax Contest its intent to audit, examine or conduct a proceeding with respect to which the Parent, the Surviving Corporation, Taxes or Returns of such Company or the other Group Companies may reasonably have Company Subsidiary for any liability for Pre-Closing TaxesTax Period or (ii) a notice of deficiency, Parent notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Returns attributable to the operations or assets of any of the Companies or the Company Subsidiary for any Pre-Closing Tax Period (each, a “Tax Claim”), Purchaser shall promptly provide notify the Sellers’ Representative of the receipt of such communication from the Tax Authority and shall deliver a copy of any such notice written communication to the StockholdersSellers’ RepresentativeRepresentative within 10 Business Days after receiving such Tax Claim; provided, that ParentPurchaser’s failure to promptly provide a copy of such notice will not relieve Sellers of any liability that they have to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) any Indemnified Person except to the extent that the StockholdersSellers’ Representative has been actually and materially prejudiced as a result demonstrates that the defense of such failureTax Claim is prejudiced by such failure to provide such notice. (Bb) The Stockholders’ Representative shall have In the right, at its expense, event of any proceeding relating to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests Claim with respect to Taxes attributable to the operations or assets of or Returns of such Company or the Company Subsidiary (a Straddle Period Stockholders“Tax Contest”), Purchaser and such Company or the Company 60 Subsidiary, as applicable, shall promptly provide the Sellers’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide with copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or the Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Contest; provided, however, that to (i) the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep StockholdersSellers’ Representative informed of all material developments regarding shall control any such Tax Contest, (yprovided further, that as a precondition to the Sellers’ Representative’s right to control such defense, (A) Stockholdersthe Sellers’ Representative shall deliver to Purchaser a written statement in which the Sellers’ Representative, on behalf of Sellers, agrees to indemnify the Indemnified Persons from and its counsel (at against the Stockholders’ expense) entirety of any Taxes and other Damages that any Indemnified Person may participate in (but not control the conduct incur resulting from, arising out of) the defense of , relating to, or caused by such Tax Contest, and (zB) Parent the Sellers’ Representative shall conduct the defense actively and diligently), (ii) Purchaser and such Company or the Company Subsidiary, as applicable, shall have the right to participate in any such Tax Contest, at its own expense, and (iii) Purchaser and such Company or the Company Subsidiary, as applicable, shall not settle such or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) without the prior written consent of Stockholdersthe Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. (c) At the request of the Sellers’ Representative, Purchaser, any of the Companies or the Company Subsidiary, as applicable, shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to the Sellers’ Representative and the applicable Tax Authority; provided, that (i) Sellers shall pay when due all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement, (ii) the settlement would not result in Purchaser, any of the Companies or the Company Subsidiary paying any increased Taxes for which Sellers are not required to fully indemnify Purchaser, the Companies or the Company Subsidiary under this Agreement, and (iii) the settlement would not be likely to establish a precedential custom or practice adverse to the continuing business of Purchaser, the Companies or the Company Subsidiary for any Post-Closing Tax Period.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority Buyer shall deliver a written notice to the Sellers in writing promptly following any demand, claim, or notice of any Tax Contest commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the ParentSellers may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by Buyer) the facts constituting the basis for such Tax Contest, the Surviving Corporationnature of the relief sought, or and the other Group Companies may reasonably have amount of the claimed losses (including Taxes), if any liability for Pre-Closing Taxes(the “Tax Claim Notice”), Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, however, that Parent’s the failure or delay to promptly provide a copy of such notice to so notify the Stockholders’ Representative Sellers shall not affect relieve the Parent Indemnitee’s right Sellers of any obligation or liability that the Sellers may have to receive indemnification under Section 8.2(a) Buyer, except to the extent that the Stockholders’ Representative has been actually and materially Sellers demonstrates that the Sellers are adversely prejudiced as a result of such failurethereby. (ii) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Period, the Sellers may elect to assume and control the defense of such Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to the Sellers of the Tax Claim Notice. If the Sellers elect to assume and control the defense of such Tax Contest, the Sellers (i) shall bear their own costs and expenses, (ii) shall be entitled to engage their own counsel and (iii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority, (B) The Stockholders’ Representative either pay the Tax claimed or ▇▇▇ for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Sellers shall have not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the rightprior written consent of Buyer (such consent not to be unreasonably withheld, at delayed or conditioned), provided, further, that the Sellers shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its expense, to control, manage and be responsible affiliates (including the Company) for any Tax Contest period ending on or after the Closing Date. If the Sellers elect to assume the extent that such defense of any Tax Contest relates solely to Pre-Closing TaxesContest, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative the Sellers shall (x) keep Parent Buyer reasonably informed of all material developments regarding and events relating to such Tax Contest. Parent Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before the Surviving Corporation may participate Sellers send such correspondence to any taxing authority), (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the Stockholders’ Representative right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable tax authorities regarding such Tax Contests). (iii) In connection with any Tax Contest that relates to Taxes of the Company for a Pre-Closing Period that (i) the Sellers do not timely elect to control pursuant to Section 3.13(g)(ii) or (ii) the Sellers fail to diligently defend, such Tax Contest shall be controlled by Buyer (and the Sellers shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section 3.13(g)(iii) and the Sellers agree to cooperate with Buyer in pursuing such Tax Contest). In connection with any Tax Contest that is described in this Section 3.13(g)(iii) and controlled by Buyer, Buyer shall (x) keep the Sellers informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Sellers of any related correspondence and shall provide the Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any taxing authority), (y) consult with the Sellers in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Sellers shall reasonably request, and, at their own cost and expense, the Sellers shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable tax authorities regarding such Tax Contests). (iv) In connection with any Tax Contest for Taxes of the Company for any Straddle Period, such Tax Contest shall be controlled by Buyer; provided, that Buyer shall not settle, settle or compromise (or otherwise resolve take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Surviving Corporation and ParentSellers, which such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Buyer shall (x) keep the Surviving Corporation and Parent Sellers informed of the progress of all such Tax Contests material developments and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest events relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that promptly forwarding copies to the extent that Sellers of any related correspondence and shall provide the Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any taxing authority), (y) consult with the Sellers in connection with the defense or prosecution of any such Tax Contest relating and (z) provide such cooperation and information as the Sellers shall reasonably request, and, at its own costs and expenses, the Sellers shall have the right to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable tax authorities regarding such Tax Contest without Contests). (v) Notwithstanding anything to the written consent of Stockholders’ Representativecontrary contained in this Agreement, which consent the procedures for all Tax Contests shall not be unreasonably withheld, conditioned, or delayedgoverned exclusively by this Section 3.13(g).

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (Bi) The StockholdersShareholders’ Representative shall have the right, right to control (at its sole cost and expense), and Parent shall have the right to controlparticipate in (at Parent’s sole cost and expense), manage and be responsible for any audit, examination, litigation or other administrative or judicial proceedings (each, a “Tax Contest Contest”) to the extent that such Tax Contest it exclusively relates solely to a Pre-Closing TaxesReturn (any such Tax Contest, other than a “Pre-Closing Tax Contests Contest”); provided, that with respect to a Straddle Period Stockholdersany such Tax Contest, Shareholders’ Representative shall keep Parent reasonably informed of about all material developments regarding such Tax Contest. developments, Parent shall have the right to participate, and the Surviving Corporation may participate in such Tax Contest and the StockholdersShareholders’ Representative shall not settle, settle or compromise or otherwise resolve such any Pre-Closing Tax Contest without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have the consent effect of increasing a Tax liability of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayedthe Company Subsidiaries in a Post-Closing Period. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating for (i) a Parent-Prepared Return with respect to Taxes or Tax Returns of a Straddle Period or within which the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and Shareholders could reasonably be expected to result in have an economic interest or (ii) any Pre-Closing Return for which Shareholders’ Representative has declined to assume control of the Stockholders conduct of any Pre-Closing Tax Contest (after being liable for any amounts hereunderprovided with written notice of such Pre-Closing Tax Contest by Parent), (x) Parent shall keep Stockholders’ Representative informed have the right to assume control of all material developments regarding such Tax Contest; provided, that with respect to any such Tax Contest, (y) StockholdersParent shall keep Shareholders’ Representative informed about all proceedings, Shareholders’ Representative shall have the right to participate and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle or compromise any such Tax Contest without the Shareholders’ Representative’s prior written consent of Stockholders’ Representative, which consent shall (not to be unreasonably withheld, delayed or conditioned). (ii) After the Closing, Parent shall provide the Shareholders’ Representative with notice of any written inquiries, audits, examinations or delayedproposed adjustments by any Taxing Authority which relate to any Tax Contest for any Pre-Closing Period or Overlap Period within five (5) Business Days of the receipt of such notice.

Tax Contests. If any Governmental Authority issues to any of the Company Group or Buyer (i) a written notice of its intent to conduct any proceeding with respect to Taxes or Tax returns of any of the Company Group for periods beginning on or prior to the Closing Date or (ii) a written notice of deficiency, a written notice of assessment, or reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax returns of any of the Company Group for periods beginning on or prior to the Closing Date (collectively, a “Tax Claim”), Buyer shall notify the Shareholders’ Representative of such communication from the Governmental Authority within ten (10) Business Days after receipt of such notice of deficiency, assessment, reassessment, adjustment or assertion of claim or demand. The Company shall control any proceeding in respect of any Tax Claim (a “Tax Contest”); provided, that (A) If, following the Closing Date, Parent, Company shall control such contest in good faith to the Surviving Corporation or extent related to any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The StockholdersBuyer or the Company shall keep the Shareholders’ Representative shall have reasonably informed regarding the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that status of such Tax Contest relates solely Contests that relate to any Pre-Closing Taxes; (C) the Shareholders’ Representative, other than Tax Contests with respect at its sole cost and expense, shall have the right to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest that relates to any Pre-Closing Taxes; and (D) the Stockholders’ Representative Company shall not settle, compromise resolve, or otherwise resolve abandon such Tax Contest if it would result in the Shareholders paying any Taxes (or indemnification for Taxes) under this Agreement without the prior written consent of the Surviving Corporation and Parent, Shareholders’ Representative (which consent will shall not be unreasonably withheld, conditioned or delayed). The Stockholders’ Representative shall keep Notwithstanding the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to foregoing, if any Tax Contest relating relates primarily to Taxes or Tax Returns of a Straddle Period or within Pre-Closing Taxes, the scope of Section 8.2(d)(iii)(B) which StockholdersShareholders’ Representative does not elect to controlRepresentative, Parent shall, solely at Parent’s own its sole cost and expense, shall have the right to control all proceedings in connection with such Tax Contest (including selection of counsel)Contest; provided, however, that to if the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep StockholdersShareholders’ Representative informed of all material developments regarding elects to control such Tax Contest, (yA) Stockholdersthe Shareholders’ Representative and its counsel shall control such contest in good faith; (at the Stockholders’ expense) may participate in (but not control the conduct ofB) the defense Shareholders’ Representative shall keep Buyer reasonably informed regarding the status of such Tax Contest; (C) Buyer, or the Company, shall, at their cost and expense, have the right to participate in such Tax Contest; and (zD) Parent the Shareholders’ Representative shall not settle settle, resolve, or abandon such Tax Contest without the prior written consent of Stockholders’ Representative, Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed).

Tax Contests. (Aa) If, following If the Closing Date, Parent, the Surviving Corporation Buyer or any of the Group Companies Acquired Company receives from any Taxing Authority written notice of any Tax Contest audit or other inquiry with respect to which Taxes and that could reasonably be expected to affect the ParentTax position of any Seller (taking into account the provisions of this Agreement), then the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Buyer shall promptly provide a copy inform the Sellers’ Representative of such notice to notice; provided that no failure or delay of the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of Buyer in providing such notice to the Stockholders’ Representative shall not reduce or otherwise affect the Parent Indemnitee’s right obligations of any Seller pursuant to receive indemnification under Section 8.2(a) this Agreement, except to the extent the Stockholders’ Representative has been that such Seller is materially and actually and materially prejudiced as a result of such failure. failure or delay. With respect to any such audit or inquiry: (Bi) The StockholdersBuyer shall manage, control and defend (at the Sellers’ sole cost and expense) such audit or inquiry; (ii) the Sellers’ Representative shall have the right, right to participate (at its the Sellers’ sole cost and expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate ) in such Tax Contest audit or inquiry; and (iii) the Stockholders’ Representative shall Buyer may not settle, compromise or otherwise resolve settle such Tax Contest matter without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of StockholdersSellers’ Representative, which such consent shall not be unreasonably withheld, conditioned, or delayed. (b) Notwithstanding any contrary provision contained in this Agreement, in connection with any audit or other inquiry with respect to Taxes of the Acquired Companies for any Pre-Closing Tax Period, at the Buyer’s election, the Company (and, if applicable, any Subsidiary of the Company) shall make, or shall cause the “partnership representative” of the Company or applicable Subsidiary 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. Laws) for any “imputed underpayment” as defined in Section 6225 of the Code (or any comparable provision of state, local or non-U.S. law) attributable to the Acquired Companies or take any other steps or actions allowed under Sections 6221-6241 of the Code (or any similar or comparable provision of state, local or non-U.S. Laws) to reduce the Company’s or applicable Subsidiary’s “imputed underpayment.” (c) In the event of any conflict between this Section 9.04 and Section 11.05 (Third Party Claims), this Section 9.04 shall control.

Tax Contests. (Aa) IfIf a claim shall be made by any taxing authority (a “Tax Claim”) which, following the Closing Dateif successful, Parentmight result in an indemnity payment pursuant to Section 5.3.4, the Surviving Corporation indemnified party shall promptly, but in no event later than fifteen (15) Business Days after such Tax Claim is made, notify the indemnifying party of such claim in writing stating the nature and basis of such claim and the amount thereof, to the extent known by the indemnified party, or any of otherwise the Group Companies receives indemnifying party will be released from any Taxing Authority written notice of any Tax Contest indemnification obligation hereunder with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except Tax Claim to the extent of the Stockholders’ Representative has been actually and materially prejudiced as a result of actual prejudice caused by such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (Cb) With respect to any Tax Contest Claim relating to Taxes of the Company for a taxable period ending on or Tax Returns of a Straddle Period or within before the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlClosing Date, Parent shall, solely at Parent’s own cost and expense, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Contest 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 s▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, provided the Sellers shall not (i) take any position (other than one required by Law) with respect to such a Tax Claim that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and could reasonably be expected to result in have a Material Adverse Effect on the Stockholders being liable Buyer or the Company for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contesta post-Closing period, and (zii) Parent legally bind the Buyer or the Company to such a position for a post-Closing period without the Buyer’s written consent (not to be unreasonably withheld). The Sellers shall not settle inform the Buyer within a reasonable time of any material developments with respect to such Tax Contest Claim at any administrative meeting, conference, hearing or other proceeding. (c) Except as otherwise provided in Section 5.3.6(b), the Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for any Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of Stockholders’ Representativethe other, which consent shall not be unreasonably withheld. (d) Except as otherwise provided in Section 5.3.6(b), conditionedthe Buyer shall control all proceedings with respect to Taxes of the Company for any taxable period beginning after the Closing Date; provided the Buyer shall not (i) take any position (other than one required by Law) that could reasonably be expected to have a Material Adverse Effect on the Sellers for a pre-Closing period, and (ii) legally bind the Sellers to such a position for a pre-Closing period without the Sellers’ written consent (not to be unreasonably withheld). (e) The Buyer and the Company, on the one hand and the Sellers, on the other hand, shall cooperate in contesting any Tax Claim, which cooperation shall include (i) the retention and (upon request) the provision to the requesting party of records and information that are reasonably relevant to such Tax Claim, (ii) making employees available on a mutually convenient basis to provide additional information or delayedexplanation of any material provided hereunder or (iii) to testify at proceedings relating to such Tax Claim. The Buyer shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.3.6.

Tax Contests. (Ai) IfEach party shall promptly notify the other in writing of any pending or threatened U.S. federal, following the Closing Datestate, Parentlocal or foreign audit, the Surviving Corporation claim, litigation or other proceeding involving any Taxes of the Group Companies receives Company or the Company Subsidiaries for which the Seller is obligated to indemnify the Buyer under this Agreement (each, a “Tax Contest”); provided that any failure by the Buyer to provide such notification to the Seller shall not affect the Seller’s liability hereunder unless the Seller is thereby materially prejudiced. The Seller (at its own expense) may elect to control any Tax Contest solely with respect to a Pre-Closing Tax Period by giving written notice to the Buyer within thirty (30) days after receipt from the Buyer, or delivery to the Buyer by the Seller, of the notice of such Tax Contest. The Buyer (at its own expense) shall have the right to participate in any Taxing Authority such Tax Contest if the Seller provides the Buyer with written notice of its intent to control such Tax Contest (which shall also include an acknowledgement that the Taxes which are the subject of such Tax Contest will constitute Indemnified Taxes to the extent determined to be due and owing). The Buyer (at its own expense) shall control, and the Seller (at its own expense) shall have the right to participate in, any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for a Pre-Closing Taxes, Parent shall promptly provide a copy of such notice Tax Period that the Seller does not elect to control or is not permitted to control under this Section 8.05(d)(i) or that the Stockholders’ Representative; provided, that Parent’s failure Seller fails to promptly provide a copy of such notice diligently prosecute after electing to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding control such Tax Contest. Parent and Except as otherwise provided in this Section 8.05(d), the Surviving Corporation may participate in such Tax Contest and Buyer shall have the Stockholders’ Representative shall not settlesole right to control any U.S. federal, compromise state, local or otherwise resolve such Tax Contest without the consent foreign audit, claim, litigation or other proceeding involving any Taxes of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned Company or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax ContestsCompany Subsidiaries. (Cii) With Notwithstanding Section 8.05(d)(i), the Seller (at its own expense) shall control any Tax Contest with respect to any Tax Contest relating to Taxes or Tax Returns of any affiliated, consolidated, combined or unitary group of which any of Parent, the Seller or any of their Affiliates is or was a Straddle Period or within member. (iii) For purposes of this Section 8.05(d), the scope right to participate includes, without limitation, (w) the right to be reasonably apprised of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost the initiation and expense, control all proceedings in connection with such status of the Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderContest, (x) Parent shall keep Stockholders’ Representative informed the right to receive notice and copies of all material developments regarding such Tax Contestcorrespondence received from any Governmental Authority, (y) Stockholders’ Representative the right to receive copies and its counsel (at reasonable opportunity to comment on any written materials to be provided to any Governmental Authority, including good faith consideration with respect to any such comments, and the Stockholders’ expense) may participate in (but not control the conduct of) the defense of right to attend any meetings or conference calls with respect to such Tax Contest, Contest and (z) Parent shall not settle such the right to consent to any settlement or compromise of the Tax Contest without the written consent of Stockholders’ Representative, (which consent shall not be unreasonably withheld, conditioned, or delayed); provided that, if the party whose consent to any such settlement or compromise is sought does not provide a response rejecting or consenting to such request within fifteen (15) calendar days of receipt of a written request of the other party, such consent shall be deemed to have been given. (iv) This Section 8.05(d) shall exclusively govern with respect to the administration of any Tax Contest, and the provisions of Section 9.02(g) shall not apply; provided, however, in the event that any rights of the insurer under the R&W Policy conflict with this Section 8.05(d), the R&W Policy shall control for as long as applicable.

Tax Contests. (Aa) IfAfter the Closing, following the Closing Date, Parent, the Surviving Corporation or any each of the Group Companies receives from any Taxing Authority written notice Buyer and the Seller shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax Contest audit or administrative or judicial proceeding or of any demand or claim with respect to Taxes relating to the Company, of which such party has been informed in writing by any Governmental Authority, which, if determined adversely to the Parenttaxpayer or after the lapse of time, could be grounds for indemnification under this Agreement. Such notice shall contain factual information (to the extent known to the Seller, the Surviving CorporationBuyer, or the other Group Companies may reasonably have any Company) describing the asserted liability for Pre-Closing Taxes in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted liability for Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to so notify the Stockholders’ Representative Seller shall not affect relieve the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except Seller of its obligations hereunder unless and to the extent the Stockholders’ Representative has been Seller is actually and materially prejudiced as thereby or to the extent that the Seller waives any claims or defenses. In the case of a result of such failure. Tax audit or administrative or judicial proceeding with respect to the Company (Ba “Contest”) The Stockholders’ Representative that relates to a Pre-Closing Tax Period, the Seller shall have the right, at its expense, to controlcontrol the conduct of such Contest; provided, manage and be responsible for any Tax that (i) the Seller shall diligently prosecute such Contest to in good faith, (ii) the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests Seller shall keep the Buyer reasonably informed of the status of developments with respect to a Straddle Period Stockholders’ Representative such Contest, (iii) the Seller shall keep Parent informed of demonstrate to the Buyer in writing the Seller’s financial ability to provide full indemnification to the Buyer with respect to such Contest (including the ability to post any bond required by the court or adjudicative body before which such Contest is taking place), (iv) the Seller shall, subject to the limitations set forth herein, agree in writing to be fully responsible for all material developments regarding losses relating to such Tax Contest. Parent and , (v) the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative Seller shall not settle, compromise discharge, or otherwise resolve dispose of any such Tax Contest without the prior written consent of the Surviving Corporation and ParentBuyer, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed, and (vi) the Buyer, at its own expense, shall have the right to fully participate in any such Contest. (b) The Buyer shall control and shall have the right to discharge, settle, or otherwise dispose of, at its own expense, all other Contests. (c) To the extent of any inconsistency between this Section 6.6 and any other provision of this Agreement, this Section 6.6 shall control.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation Buyer or any of the Group Companies its affiliates receives from any Taxing Authority tax authority written notice of any claim, audit, or proceeding with respect to taxes (a “Tax Contest Contest”) with respect to which the Parent, the Surviving Corporation, or the other Group Companies Seller may reasonably have any liability for Prepre-Closing Taxestaxes (including pursuant to any indemnification provisions under this Agreement) or for which the Seller or any direct or indirect equity holder thereof may have liability on a flow-through basis, Parent the Buyer shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) Seller. The Stockholders’ Representative Seller shall have the right, at its their expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to a Pre-Closing TaxesTax Period. The Buyer may, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and at the Surviving Corporation may Buyer’s expense, participate in such Tax Contest and the Stockholders’ Representative Seller shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and ParentBuyer, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Seller shall keep the Surviving Corporation and Parent Buyer informed of the progress of all such Tax Contests and shall provide the Buyer with copies of all written communications with any Taxing Authority taxing authority related to such Tax Contests. (C) With respect to . the Buyer shall, at its expense, control, manage and be responsible for any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within that is not controlled by the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to Seller. To the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to controlled by the Buyer could result in a liability of the Stockholders being liable Seller for pre-Closing taxes (including pursuant to any amounts hereunderindemnification provisions under this Agreement) or could result in a liability of the Seller or any direct or indirect equity holder of the Seller on a flow-through basis, (xi) Parent shall keep Stockholdersthe Seller may, at the Seller’ Representative informed of all material developments regarding expense, participate in such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct ofii) the defense Buyer shall keep the Seller informed of the progress of such Tax Contest, Contest and shall provide the Seller with copies of all written communications with any taxing authority related to such Tax Contest and (ziii) Parent the Buyer shall not settle settle, compromise or otherwise resolve such Tax Contest without the written consent of Stockholders’ Representativethe Seller, which consent shall will not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. Each of Buyer, on one hand, and the Sellers, on the other hand, shall promptly notify the other in writing upon receipt (A) If, following the Closing Date, Parent, the Surviving Corporation including receipt by Affiliates of Buyer or any Seller) of the Group Companies receives from any Taxing Authority written notice of any pending or threatened federal, state, local, or foreign Tax audit, examination, or proceeding that might reasonably be expected to materially affect the amount of Excluded Taxes (a “Tax Contest”). With respect to a Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for that pertains to: (i) a Pre-Closing TaxesTax Period or (ii) a Straddle Period, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest but only to the extent that the issues in such Straddle Period Tax Contest relates solely to Pre-Closing Taxesinvolve the Company’s Tax liability in connection with the Reorganization (collectively, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such “Seller Tax Contest. Parent and ”), the Surviving Corporation may participate in Sellers shall have the right to control any such Seller Tax Contest and to employ counsel of their choice at the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent expense of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Sellers; provided, however, Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Seller Tax Contest. If the Sellers do not timely elect to control a Seller Tax Contest, Buyer shall have the right to assume control of such Seller Tax Contest, and Sellers and their representatives shall be permitted, at Sellers’ expense, to be present at, and participate in, any such Seller Tax Contest. With regard to any tax issues in a Tax Contest for a Straddle Period that do not involve the Company’s Tax liability in connection with the Reorganization (an “Other Tax Contest”), Buyer shall have the sole right to control any such Other Tax Contest and to employ counsel of its choice at its expense; provided, however, the Sellers and their representatives shall be permitted, at Sellers’ expense, to be present at, and participate in, any such Other Tax Contest. Neither the Sellers (with respect to a Seller Tax Contest), and neither Buyer nor any of its Affiliates (with respect to an Other Tax Contest) shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that could reasonably be expected to adversely affect the liability for Taxes for which the other Party may be liable under this Agreement without the prior written consent of the other Party (which shall not be unreasonably delayed, conditioned or withheld). Notwithstanding any provision of this Agreement to the contrary, to the extent that a provision of this Section 7.2 directly conflicts with any such Tax Contest relating to Taxes or Tax Returns provision of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderArticle VIII, (x) Parent this Section 7.2 shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedgovern.

Tax Contests. (Aa) If, following In the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice case of any Tax Contest claim, audit, action, suit, proceeding, examination or investigation with respect to which Taxes of the ParentCompany (a “Tax Contest”) that relates solely to a Tax period ending on or before the Closing Date (excluding any Straddle Tax Period), the Surviving CorporationShareholders’ Representative shall, or upon written notice to Buyer, control the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy conduct of such notice to the Stockholders’ RepresentativeTax Contest; provided, however, that Parent’s failure to promptly provide a copy of such notice to (i) the StockholdersShareholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually provide Buyer with a timely and materially prejudiced as a result reasonably detailed account of each stage of such failure. Tax Contest, (Bii) The Stockholdersthe Shareholders’ Representative shall have consult with Buyer and offer Buyer an opportunity to comment before taking any significant action or submitting any written materials in connection with such Tax Contest, (iii) the rightShareholders’ Representative shall defend such Tax Contest diligently and in good faith as if it were the only party in interest, (iv) Buyer shall be entitled, at its own expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and attend any meetings or conferences with the Stockholdersrelevant Taxing Authority, (v) the Shareholders’ Representative shall not settle, settle or compromise or otherwise resolve any material issue with respect to such Tax Contest without the prior written consent of the Surviving Corporation and ParentBuyer, which consent will shall not be unreasonably withheld, conditioned or delayed, (vi) the Shareholders’ Representative timely provides Buyer with (x) evidence reasonably acceptable to Buyer that the Shareholders will have adequate financial resources to defend against the Tax Contest and fulfill its indemnification obligations hereunder and (y) a statement that, based on the facts set forth in the notice required by this ‎Section 7.04, the Shareholders would have an indemnity obligation for the Damages resulting from such Tax Contest and (vii) the Tax Contest does not relate to or otherwise arise in connection with any criminal or regulatory Action. The StockholdersNotwithstanding the foregoing, the Shareholders’ Representative shall keep the Surviving Corporation and Parent informed not be entitled to assume or maintain control of the progress defense of any Tax Contest if the amount at issue, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Damages, together with all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related other unresolved claims for indemnification by the Buyer Indemnified Parties, which would exceed an amount equal to such Tax Conteststhe amount then available for recovery from the Anniversary Payments. (Cb) With respect to In the case of any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within that is not controlled by the scope of Section 8.2(d)(iii)(B) which StockholdersShareholders’ Representative does not elect and relates to controla Pre-Closing Tax Period, Parent shall, solely at Parent’s own cost and expense, Buyer shall control all proceedings in connection with the conduct of such Tax Contest (including selection of counsel)Contest; provided, however, that to (i) Buyer shall provide the extent that any such Tax Contest relating to Taxes or Tax Returns of Shareholders’ Representative with a Straddle Period timely and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed detailed account of all material developments regarding each stage of such Tax Contest, (yii) StockholdersBuyer shall consult with the Shareholders’ Representative and its counsel (at offer the StockholdersShareholders’ expense) may participate Representative an opportunity to comment before taking any significant action or submitting any written materials in (but not control the conduct of) the defense of connection with such Tax Contest, (iii) Buyer shall defend such Tax Contest diligently and in good faith as if it were the only party in interest, (iv) the Shareholders’ Representative shall be entitled, at its own expense, to participate in such Tax Contest and attend any meetings or conferences with the relevant Taxing Authority, and (zv) Parent if the Shareholders’ Representative timely provides Buyer with (x) evidence reasonably acceptable to Buyer that the Shareholders will have adequate financial resources to fulfill its indemnification obligations hereunder and (y) a statement that the Shareholders would have an indemnity obligation for their share of the Damages resulting from such Tax Contest, then Buyer shall not settle or compromise any material issue with respect to such Tax Contest without the prior written consent of Stockholdersthe Shareholders’ Representative, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. Evolent, on the one hand, and the Securityholders’ Representative, on the other hand, shall notify each other within ten (A10) If, following the Closing Date, Parent, the Surviving Corporation days of receipt by such party (or any Affiliate of the Group Companies receives from any Taxing Authority such party) of written notice of any Tax Contest inquiries, claims, assessments, audits or similar events with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Taxes of Valence Parent relating to a Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s Tax Period (“Tax Contests”). Any failure to promptly provide a copy so notify the other party of such notice to the Stockholders’ Representative any Tax Contest shall not affect limit any of the Parent Indemnitee’s right to receive indemnification obligations under Section 8.2(a) Article IX (except to the extent such failure materially prejudices the Stockholdersdefense of such Tax Contest). Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Taxing Authority and shall describe in reasonable detail the nature of such Tax Contest to the extent known by such party. Evolent and the Securityholders’ Representative has been actually and materially prejudiced as a result shall cooperate with each other in the conduct of such failure. (B) any Tax Contest. The StockholdersSecurityholders’ Representative shall have the right, at its expense, right to control, manage and be responsible for any control the conduct of all Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing TaxesContests, other than Tax Contests with respect those that relate to a Straddle Period Stockholders(a “Straddle Period Tax Contest”); provided, the Securityholders’ Representative shall keep Parent Evolent reasonably informed regarding the progress and substantive aspects of all material developments regarding any such Tax Contest. Parent Evolent shall have the right to control the conduct of all Straddle Period Tax Contests; provided, Evolent shall keep the Securityholders’ Representative reasonably informed regarding the progress and substantive aspects of any such Straddle Period Tax Contest. In each case, the Surviving Corporation may non-controlling party shall be entitled (at its own expense) to participate in any such Tax Contest and the Stockholders’ Representative controlling party shall not settle, compromise or otherwise resolve settle any such Tax Contest in a manner that would reasonably be expected to have an adverse impact on any indemnification obligations under Article IX without the consent of the Surviving Corporation and Parentnon-controlling party’s written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep If the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersSecurityholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection the conduct of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholdersthen Evolent shall keep the Securityholders’ Representative reasonably informed regarding the progress and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense substantive aspects of such Tax Contest, and the Securityholders’ Representative shall be entitled to participate (zat its own expense) Parent in such Tax Contest and Evolent shall not compromise or settle any such Tax Contest without the written consent of StockholdersSecurityholders’ Representative’s written consent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. (Aa) If, following The Sellers shall have the Closing Date, Parent, right to control the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice portion of any Tax Contest with respect attributable solely to which the Parent, the Surviving Corporation, a Pass-Through Tax Return for any taxable period ending on or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice prior to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible Closing Date or for any Tax Contest relating to the extent Intended Tax Treatment; provided that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall (A) the Sellers will keep Parent Purchaser reasonably informed of all material developments regarding the contest and defense of any Tax Contest, (B) Purchaser shall have the right to participate at its own expense in any such Tax Contest. Parent , and (C) the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative Sellers shall not settle, settle or compromise or otherwise resolve any such Tax Contest without the Purchaser’s consent of the Surviving Corporation and Parent, (which consent will shall not be unreasonably withheld, conditioned or delayed). The Stockholders’ Representative Purchaser shall have the right to control the portion of any Tax Contest attributable solely to a Pass-Through Tax Return for any Straddle Period; provided that (A) the Purchaser will keep the Surviving Corporation and Parent Sellers reasonably informed of the progress contest and defense of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (yB) Stockholders’ Representative and Sellers shall have the right to participate at its counsel (at the Stockholders’ expense) may participate own expense in (but not control the conduct of) the defense of any such Tax Contest, and (zC) Parent Purchaser shall not settle or compromise any such Tax Contest without the written Sellers’ consent of Stockholders’ Representative, (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed). Purchaser or Sellers, as the case may be, shall notify the other party as reasonably as practicable after receipt by such party or any of its Affiliates of written notice of any Tax Contest; provided, that no failure or delay in providing such notice shall reduce or otherwise affect the obligations of a party pursuant to this Agreement, except to the extent that the other party is adversely prejudiced as a result of such failure or delay. (b) Sellers shall fully cooperate with Purchaser and take such actions as are needed to cause any Group Company that is treated as a partnership for U.S. federal income tax purposes, to make a “push out” election under Section 6226 of the Code and any corresponding provision of state, local or foreign law, with respect to any “imputed underpayment” or similar adjustment with respect to any Pre-Closing Tax Period. Without the prior written consent of Purchaser, the Sellers and Group Companies shall not, and shall cause their respective Affiliates not to, make or cause to be made any election under Treasury Regulation Section 301.9100-22 (or any similar provision of state, local law) with respect to any Group Company treated as a partnership for U.S. federal income tax purposes.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation If written notice of a Tax audit or any of the Group Companies receives claim is received from any Taxing Authority written which, if successful, might result in an indemnification payment pursuant to Article IX (a “Tax Claim”), the indemnified party receiving such notice shall promptly notify the indemnifying party in writing of such Tax Claim (and provide copies of any Tax Contest with documents received from the Taxing Authority in respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to claim); provided that the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect relieve the Parent Indemnitee’s right to receive indemnifying party of its indemnification under Section 8.2(a) obligations hereunder except to the extent the Stockholders’ Representative has been indemnifying party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and materially prejudiced as shall include a result copy of such failurethe relevant portion of any correspondence received from the Taxing Authority. (Bii) The Stockholders’ Representative Sellers shall have the right to control, at their own cost and expense, any Tax Claim involving the Company Group for any Pre-Closing Tax Period; provided, however, that (i) Sellers shall have provided Buyer with a joint written notice electing to control such Tax Claim within ten (10) days after receiving written notice from Buyer or its Affiliates of such Tax Claim, (ii) Buyer shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own sole cost and expense, control all proceedings to participate in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of Claim, (iii) Sellers shall provide Buyer with a Straddle Period timely and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed detailed account of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense each stage of such Tax ContestClaim, and (ziv) Parent no Seller nor any of their respective Affiliates shall not settle settle, compromise, appeal any adverse determination in or abandon any such Tax Contest Claim without obtaining the prior written consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditionedconditioned or delayed; provided, further, that Buyer may control and contest any Tax Claim for which Sellers would otherwise have the right to control under this Section 6.04(f) if Sellers have not provided timely written notice to Buyer that it elects to control such Tax Claim pursuant to this Section 6.04(f) or fail to use Commercially Reasonable Efforts to actively control such Tax Claim; provided, however, that (A) Sellers shall have the right to participate in any such Tax Claim at their own cost and expense, (B) Buyer shall provide Sellers with a timely and reasonably detailed account of each stage of such Tax Claim, and (C) Buyer shall not settle, compromise, appeal or abandon any such Tax Claim without obtaining the prior written consent of Sellers which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall control any Tax Claim involving any member of the Company Group for any Straddle Period; provided, however, that (A) Sellers shall have the right, at their sole cost and expense, to participate in any such Tax Claim, (B) Buyer shall provide Sellers with a timely and reasonably detailed account of each stage of such Tax Claim, and (C) in the event that such Tax Claim would reasonably be expected to have an adverse effect on Sellers or any of their respective Affiliates, Buyer shall not settle, compromise, appeal or abandon any such Tax Claim without obtaining the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) To the extent of any conflict between this Section 6.04(f) and Article IX, this Section 6.04(f) shall govern with respect to any Tax Claim.

Tax Contests. Within ten (A10) If, following days after Buyer or the Closing Date, Parent, the Surviving Corporation or any of the Group Companies Company receives from any Taxing Authority written notice of any Tax Contest with respect contest, audit or other proceeding relating to which the Parent, the Surviving Corporation, any Taxes or the other Group Companies may reasonably have any liability Tax Returns for a Pre-Closing TaxesPeriod or for which Sellers have an indemnification obligation pursuant to this Agreement (each a “Tax Contest”), Parent Buyer will notify Sellers’ Representative in writing of such Tax Contest. The Sellers’ Representative shall promptly provide a copy have thirty (30) days after the receipt of such notice to elect to undertake, conduct and control (through counsel of their own choosing and at its own expense) the Stockholderssettlement or defense thereof, and Buyer and the Company and their respective affiliates shall cooperate in connection therewith as reasonably requested by the Sellers’ Representative; provided, that Parent. If within thirty (30) days after the receipt of Buyer’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersSellers’ Representative does not notify Buyer that Sellers elect to controlundertake the defense thereof, Parent shallor give such notice and thereafter fail to contest such claim in good faith, solely at Parent’s own cost and expenseBuyer shall have the right to contest, control all proceedings in connection with settle or compromise such Tax Contest (including selection of counsel)claim; provided, however, that to none of the extent that Buyer or the Company shall pay or settle any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest claim without the prior written consent of StockholdersSellers’ Representative, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. Buyer shall have the right to participate in any Tax Contest which would have the effect of increasing the Tax Liability of Buyer or the Company for any Tax period ending after the Closing Date, and Sellers shall not settle or compromise any such Tax Contest without Buyer’s prior written consent, which consent will not be unreasonably withheld or delayed; provided, further, that Buyer shall consent to any settlement or compromise if Sellers fully indemnify Buyer for any increase in the Tax Liability of Buyer or the Company as a result of such settlement or compromise after the Closing.

Tax Contests. (Ai) If, following the Buyer shall notify Seller within ten (10) business days of a Tax Proceeding for a Pre-Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest Period with respect to which a Transferred Company, provided that the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative so notify Seller shall not affect the Parent IndemniteeSeller’s right to receive indemnification obligation under Section 8.2(a7.08(d) except to the extent the Stockholders’ Representative has been of any material prejudice actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, incurred by Seller. With respect to control, manage and be responsible for any Tax Contest Proceeding relating to the extent that such Tax Contest relates solely to (A) a Pre-Closing Taxes, other than Tax Contests Period with respect to a Transferred Company, the Transferred Assets or the Business (other than a Straddle Period Stockholders’ Representative shall keep Parent informed or a Tax Proceeding with respect to a Transfer Tax) or (B) a consolidated Tax Return of which J▇▇▇▇▇▇ & J▇▇▇▇▇▇, ▇▇▇▇▇▇ Corporation or any of their Subsidiaries (other than a Transferred Company) is the common parent, Seller may choose in its sole discretion (at its expense) to control all material developments regarding proceedings and may make all decisions taken in connection with such Tax Contest. Parent Proceeding (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 Surviving Corporation may participate applicable Tax liability and s▇▇ for a refund or contest the Tax at issue in such Tax Contest Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Buyer or any of its Affiliates (including the Transferred Companies) after the Principal Closing Date, (x) Seller shall provide Buyer with a timely and the Stockholders’ Representative reasonably detailed account of each phase of such Tax Proceeding and shall consult with Buyer before taking any significant action in connection with such Tax Proceeding and (y) Seller shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that abandon any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in Proceeding without obtaining the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld. With respect to any Tax Proceeding relating to a Straddle Period with respect to a Transferred Company, conditionedthe Transferred Assets or the Business, Buyer may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such Tax Proceeding (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 applicable Tax liability and s▇▇ for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Seller or any of its Affiliates with respect to the Pre-Closing Tax Period resulting in an increase of Seller’s liability for Taxes pursuant to this Agreement, (a) Buyer shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding and shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (b) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld. (ii) Except as otherwise provided in Section 7.08(e)(i), Buyer shall exclusively control all proceedings with respect to Taxes of the Transferred Companies or Taxes otherwise relating to the Transferred Assets or the Business. Notwithstanding anything in Section 2.06(d) or Section 7.08(e)(i) to the contrary, Buyer shall have the exclusive right to control any Tax Proceeding described in Section 2.06(d) or Section 7.08(e)(i) if Seller fails to, or delayednotifies Buyer in writing that Seller elects not to, defend such Tax Proceeding. (iii) Buyer, the Transferred Companies and each of their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, shall cooperate in contesting any Tax Proceeding, which cooperation shall include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding. Buyer and Seller shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.08(e).

Tax Contests. (Aa) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) If, following within 30 calendar days after any Seller receives or delivers, as the Closing Datecase may be, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any a Tax Contest with respect to which the ParentClaim, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly Sellers provide a copy of such notice to the Stockholders’ RepresentativePurchaser an Election Notice, then subject to the provisions of this Section 7.04, Sellers shall defend or prosecute, at their sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall defended or prosecuted diligently by Sellers to a Final Determination; provided, that Parent’s failure to promptly provide a copy Sellers shall not, without the prior written consent of the Company, enter into any compromise or settlement of such notice Tax Claim that would result in any Tax detriment to the Stockholders’ Representative Company. So long as Sellers are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided to Sellers any information reasonably requested by Sellers relating to such Tax Claim, and shall otherwise cooperate with Sellers and their representatives in good faith in order to contest effectively such Tax Claim. Sellers shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not affect to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. (c) If, with respect to any Tax Claim, Sellers fail to deliver an Election Notice to the Parent Indemnitee’s Company within the period provided in Section 7.04(b) or, after delivery of such Election Notice to the Company, Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of Sellers, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Sellers shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 7.04(c), and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 7.04(c), the Company shall, from time to time, be entitled to receive indemnification under Section 8.2(a) except current payments from Sellers with respect to costs and expenses incurred by the extent Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Stockholders’ Representative has been actually and materially prejudiced Company as a result of such failurereceiving a payment from Sellers pursuant to this Section 7.04) (collectively, "Associated Costs"). (Bd) The Stockholders’ Representative In the case of any Tax Claim that is defended or prosecuted to a Final Determination by Sellers pursuant to this Section 7.04, Sellers shall pay to the appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim within five Business Days after such Final Determination. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Company pursuant to the terms of this Section 7.04, Sellers shall pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs that have not theretofore been paid by Sellers to the rightCompany, within five Business Days after such Final Determination. In the case of any Tax Claim not covered by the two preceding sentences, Sellers shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of such Tax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), together with any Associated Costs that have not theretofore been paid by Sellers to the Company, at its expense, to control, manage and be responsible for least five Business Days before the date payment of such Tax is due from any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax ContestsIndemnitee. (Ce) With respect Notwithstanding anything contained in this Article VII to the contrary, the rights of Sellers under this Section 7.04 to defend or prosecute, or to control the defense or prosecution of, any Tax Contest relating Claim shall be no greater than those rights that the Company would have to Taxes defend or Tax Returns of a Straddle Period prosecute, or within to control the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controldefense or prosecution of, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedClaim.

Tax Contests. (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from 6.4.1 If any Taxing Authority written or other Person asserts a Tax Claim, then the party hereto first receiving notice of any such Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of such any relevant correspondence received, from time to time, as received from the Taxing Authority or other Person. 6.4.2 If, within 30 calendar days after any the Sellers receives or delivers, as the case may be, notice of a Tax Claim, the Sellers provide to the Stockholders’ RepresentativePurchaser an Election Notice, then subject to the provisions of this Section 7.4, the Sellers shall defend or prosecute, at their S01E! Cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall defended or prosecuted diligently by the Sellers to a Final Determination; provided, that Parent’s failure the Sellers shall not, without the prior written consent of the Company, enter into any compromise or settlement of such Tax Claim that would result in any Tax detriment to the Company. So long as the Sellers are defending or prosecuting a Tax Claim with respect to the Company, or as otherwise reasonably required by Sellers in conjunction with filing or amending of tax returns, the Company shall promptly provide a copy or cause to be provided to the Sellers any information reasonably requested by the Sellers relating to such Tax Claim, and shall otherwise cooperate with the Sellers and their representatives in good faith in order to contest effectively such Tax Claim. The Sellers shall inform the Company of all developments and events relating to such Tax claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 6.4.3 If, with respect to any Tax Claim, the Sellers fail to deliver an Election Notice to the Company within the period provided in Section 6.4.2 or, after delivery of such notice Election Notice to the Stockholders’ Representative Company, the Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then upon not less than ten (10) days written notice of its intention to do so (thus giving the Sellers 10 days notice and opportunity to cure), the Company shall at any time thereafter have the right (but not affect the Parent Indemnitee’s right obligation) to receive indemnification under Section 8.2(a) except defend or prosecute, at. the sole cost, expense and risk of the Sellers, such Tax Claim, to the extent reasonably necessary. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof, provided they act reasonably and in good faith and keep Sellers reasonably informed. If requested by the Stockholders’ Representative has been actually Company, the Sellers shall cooperate in good faith with the Company and materially prejudiced its authorized representatives in order to contest effectively such Tax Claim. The Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 6.4.3, and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 6.4.3, the Company shall, from time to time, be entitled to receive current payments from the Sellers with respect to costs and expenses incurred by the Company, to the extent reasonable in amount, in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants" and experts" fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as a result of such failurereceiving a payment from the Sellers pursuant to this Section 6.4) (collectively "Associated Costs"). (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Contests. (Aa) If, following In the Closing Date, Parent, the Surviving Corporation event one party (or any of the Group Companies its Affiliates) receives from any Taxing Authority written notice of any pending or threatened Tax Contest audits or assessments by any Tax authority or other disputes concerning Taxes with respect to which the Parentother party may incur liability under this Article VI, the Surviving Corporation, or party receiving such notice shall promptly notify the other Group Companies party of such matter in writing. This notice shall describe in reasonable detail the facts giving rise to any claim for indemnification under Section 6.1 (if known), the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Seller may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly request. The failure by the party receiving such notice to provide a copy of such notice to the Stockholders’ Representative; providedother party, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative however, shall not affect release the Parent Indemnitee’s right to receive indemnification other party from any of its obligations under Section 8.2(a) this Article VI, except to the extent the Stockholders’ Representative has been actually and materially that such party is prejudiced as a result of by such failure. (Bb) The Stockholders’ Representative Seller (at its sole cost and expense) shall have the rightright to represent the interests of the Transferred Group in, at its expenseand control the conduct and resolution of, to control, manage and be responsible for any such Tax Contest audit or administrative or court proceeding to the extent such audit or proceeding relates to Taxes for which the Seller is liable under Section 6.1. If the Seller elects not to control the conduct and resolution of such audit or proceeding, the Seller shall notify the Buyer in writing and the Buyer shall have the right to control the conduct and resolution of such portion of the audit or proceeding that such Tax Contest relates solely is not controlled by the Seller. The Buyer shall also have the right to Pre-Closing Taxes, other than Tax Contests with respect control the conduct and resolution of any audit or proceeding relating to a Straddle Period Stockholders’ Representative refund of Taxes to which Seller is entitled under Section 6.9. The non-controlling party of each such audit or proceeding referred to in this Section 6.5(b) shall have a right to participate in such audit or proceeding (including being present at meetings and conferences and having an opportunity to review and comment on written materials prior to submission), the controlling party shall keep Parent the non-controlling party reasonably informed of all material developments regarding such Tax Contest. Parent on a timely basis, and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative controlling party shall not settle, compromise resolve any Tax claim for which the non-controlling party may be liable or otherwise resolve such Tax Contest for which the non-controlling party has an interest without the consent of the Surviving Corporation and Parentnon-controlling party's written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative Notwithstanding anything to the contrary, in no event shall keep this Section 6.5(b) apply to any Tax audits or proceedings relating to Consolidated Returns, it being understood that the Surviving Corporation Seller shall have sole control over such audits and Parent informed of the progress of all such Tax Contests proceedings and Buyer shall provide copies of all written communications have no rights with any Taxing Authority related respect to such Tax Contestsaudits or proceedings. (Cc) With respect to any Tax Contest relating audit, administrative or court proceeding related to Taxes or Tax Returns of a Straddle Period, the party with the greatest potential liability with respect to such Straddle Period or within Taxes (the scope “Controlling Party”), as determined pursuant to Section 6.7, shall have the right to represent the interests of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection the members of counsel)the Transferred Group; provided, however, that the non-controlling party shall have a right to participate in such audit or proceeding (including being present at meetings and conferences and having an opportunity to review and comment on written materials prior to submission), the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent Controlling Party shall keep Stockholders’ Representative the non-controlling party reasonably informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Conteston a timely basis, and (z) Parent the Controlling Party shall not settle such resolve any Tax Contest claim for which the non-controlling party may be liable without the non-controlling party's written consent of Stockholders’ Representativeconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. (Aa) IfIf a claim is made by any taxing authority which, following if successful, might result in an indemnity payment to any member of Buyer Indemnified Parties or the Closing Date, ParentSeller Indemnified Parties pursuant to Section 10.7, the Surviving Corporation or any of Indemnified Party will promptly notify the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy Indemnifying Party of such notice to the Stockholders’ Representativeclaim (a “Tax Claim”); provided, however, that Parent’s the failure to promptly provide a copy of give such notice to the Stockholders’ Representative shall will not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) provided hereunder except to the extent the Stockholders’ Representative Indemnifying Party has actually been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (Cb) With respect to any Tax Contest Claim relating to Taxes and relating to a taxable period ending on or before the Closing Date or to any other taxable period in which any of the Companies or Subsidiaries joined in filing any Consolidated Tax Returns of a Straddle Period or within Return, the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, Sellers will control all proceedings and may make all decisions in connection with such Tax Contest 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 ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer will control all proceedings and may make all decisions in connection with any Tax Claim other than a Tax Claim described in the first sentence of this Section 10.8(b) or a Tax Claim described in Section 10.8(c) (including selection of counsel); provided, however, that . (c) The Sellers and Buyer will jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of any of the extent that Companies or Subsidiaries for any Straddle Period. Neither the Sellers nor Buyer will settle any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest Claim without the prior written consent of Stockholders’ Representative, the other (which consent shall not be unreasonably withheld). (d) Each of Buyer, conditionedthe Companies, the Subsidiaries and their respective Affiliates, on the one hand, and the Sellers and their respective Affiliates, on the other, will cooperate in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting 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 delayedexplanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Tax Contests. Purchaser will promptly and, in any event, within ten (A10) Ifdays notify Parent and Seller in writing upon receipt by Purchaser, following the Closing Date, Parent, the Surviving Corporation any Taxpayer or any of the Group Companies receives from any Taxing Authority their Affiliates of a written notice of any Tax Contest with respect audit or claim that might result in an indemnification liability of Seller pursuant to which the ParentSection 7.1 (“Tax Claims”), the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s however, no failure or delay by Purchaser to promptly provide notice of a copy of such notice to the Stockholders’ Representative Tax Claim shall not reduce or otherwise affect the obligation of Parent Indemnitee’s right to receive indemnification under Section 8.2(a) and Seller hereunder except to the extent the Stockholders’ Representative has been they are actually prejudiced thereby. With respect to any Tax Claim that relates solely to a Pre-Closing Tax Period, Parent and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Seller shall have the rightright to control the conduct of such claim if Parent and Seller provides Purchaser with written notice of its election to control such claim within thirty (30) days of receipt of notice thereof, provided that: (a) Parent and Seller shall keep Purchaser informed regarding the progress and substantive aspects of any such Tax Claim, (b) Purchaser shall be entitled (at its expense, ) to control, manage participate in any proceedings relating to any such Tax Claim and be responsible for (c) Parent and Seller shall not compromise or settle any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest Claim without the consent of the Surviving Corporation and Parentobtaining Purchaser’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation If Parent and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does Seller do not elect to control, Parent shall, control a Tax Claim that relates solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent Pre-Closing Tax Period, Purchaser shall be entitled to control such claim, provided that Purchaser shall not settle or compromise any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period Claim without obtaining Parent’s and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the Seller’s prior written consent of Stockholders’ Representativeconsent, which consent shall not be unreasonably withheld, conditionedconditioned or delayed. With respect to any Tax Claim that does not relate solely to a Pre-Closing Tax Period, Purchaser shall have the right to control the conduct of such claim, provided that (i) Purchaser shall keep Parent and Seller informed regarding the progress and substantive aspects of such Tax Claim, (ii) Parent and Seller shall be entitled (at its expense) to participate in proceedings relating to any such Tax Claim and (iii) Purchaser shall not compromise or settle any such Tax Claim without obtaining Parent’s and Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. (Aa) IfAfter the Closing, following each of Buyer and Seller shall promptly notify the Closing Date, Parent, the Surviving Corporation or any other in writing of the Group Companies receives from any Taxing Authority written notice proposed assessment or the commencement of any Tax Contest audit or administrative or judicial proceeding or of any demand or claim with respect to Taxes relating to the Company, of which such party has been informed in writing by any Governmental Authority, which, if determined adversely to the Parenttaxpayer or after the lapse of time, could be grounds for indemnification under this Agreement. Such notice shall contain factual information (to the Surviving Corporationextent known to Seller, Buyer, or the other Group Companies may reasonably have any Company) describing the asserted liability for Pre-Closing Taxes in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted liability for Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative so notify Seller shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except relieve Seller of its obligations hereunder unless and to the extent the Stockholders’ Representative has been Seller is actually and materially prejudiced as thereby or to the extent that Seller waives any claims or defenses. In the case of a result of such failure. Tax audit or administrative or judicial proceeding with respect to the Company (Ba “Contest”) The Stockholders’ Representative that relates to a Pre-Closing Tax Period, Seller shall have the right, at its expense, to controlcontrol the conduct of such Contest; provided, manage and be responsible for any Tax that (i) Seller shall diligently prosecute such Contest to in good faith, (ii) Seller shall keep Buyer reasonably informed of the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests status of developments with respect to a Straddle Period Stockholders’ Representative such Contest, (iii) Seller shall keep Parent informed of demonstrate to Buyer in writing Seller’s financial ability to provide full indemnification to Buyer with respect to such Contest (including the ability to post any bond required by the court or adjudicative body before which such Contest is taking place), (iv) Seller shall, subject to the limitations set forth herein, agree in writing to be fully responsible for all material developments regarding losses relating to such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative , (v) Seller shall not settle, compromise discharge, or otherwise resolve dispose of any such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned, or delayed, and (vi) Buyer, at its own expense, shall have the right to fully participate in any such Contest. (b) Buyer shall control and shall have the right to discharge, settle, or otherwise dispose of, at its own expense, all other Contests. (c) To the extent of any inconsistency between this Section 6.6 and any other provision of this Agreement, this Section 6.6 shall control.

Tax Contests. (A) If, following Each of Parent and the Closing Date, Parent, Shareholders’ Representative shall promptly notify the Surviving Corporation or any other in writing upon receipt of the Group Companies receives from any Taxing Authority a written notice of any issues in any pending or threatened Tax Contest audits or assessments with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have Taxes for any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeTax Periods (“Tax Contest Claims”); provided, however, that Parent’s no failure or delay by Parent to promptly provide notice of a copy of such notice Tax Contest Claim to the StockholdersShareholders’ Representative shall not reduce or otherwise affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) obligation of the Shareholders hereunder except to the extent the Stockholders’ Representative has been defense of such Tax Contest Claim is actually and materially prejudiced as a result thereby; and provided, further, that (i) Parent shall control the conduct of the Tax Contest Claim, (ii) Parent shall keep the Shareholders’ Representative reasonably informed regarding the progress and substantive aspects of any such failure. Tax Contest Claim, including providing the Shareholders’ Representative with all written materials relating to such Tax proceeding received from the relevant taxing authority and all written materials submitted to such taxing authority by Parent, Buyer or the Company, (Biii) The Stockholdersthe Shareholders’ Representative shall have the right, at its expense, be entitled to control, manage and be responsible for participate in any such Tax Contest Claim (to the extent that such Tax Contest Claim relates solely to Pre-Closing TaxesTaxes for which Parent Indemnified Persons may be entitled to indemnification) at the cost and expense of the Shareholders, other than Tax Contests including having an opportunity to comment on any written materials prepared in connection with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in any such Tax Contest Claim and the Stockholders’ Representative shall not settle, compromise or otherwise resolve attending any conferences relating to any such Tax Contest without the consent of the Surviving Corporation Claim and (iv) neither Parent, which consent will not be unreasonably withheld, conditioned Buyer or delayed. The Stockholders’ Representative the Company shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with compromise or settle any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest Claim (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating Claim relates to Taxes or Tax Returns of a Straddle Period and reasonably for which Parent Indemnified Persons may be expected entitled to result in indemnification) without obtaining the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of StockholdersShareholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld. In the event of any conflict between the provisions of this Section 10.06 and any other Section of this Agreement, conditioned, or delayedthis Section 10.06 shall control.

Tax Contests. (Aa) If, following Purchaser shall promptly notify the Closing Date, Parent, the Surviving Corporation Sellers’ Representative in writing upon receipt by Purchaser or any of the Group Companies receives from any Taxing Authority its Affiliates of a written notice of any pending or threatened Tax Contest with respect to which the ParentProceeding which, the Surviving Corporationif pursued successfully, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect could give rise to a Straddle Period Stockholders’ Representative shall keep Parent informed Tax Liability of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise any Seller or otherwise resolve such Tax Contest without the consent an indemnity obligation of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Seller hereunder; provided, however, that no failure or delay by Purchaser to provide notice of any such Tax Proceeding shall reduce or otherwise affect the obligation of the Sellers hereunder except to the extent that the relevant Seller or Sellers are actually prejudiced thereby. (b) If such Tax Proceeding is for a taxable period ending on or before the Closing Date and such Tax Proceeding could result in a material Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnity obligation to any Seller hereunder (taking into account the funds remaining in the Escrow Account), then the Sellers’ Representative shall have the right to control the conduct of such Tax Proceeding; provided, that the Sellers’ Representative shall have confirmed in writing that the Sellers’ Representative has elected to control such Tax Proceeding (within twenty (20) days of being informed thereof). (c) In the event that the Sellers’ Representative has elected to control a Tax Proceeding pursuant to Section 9.6(b), (i) the Sellers’ Representative shall keep Purchaser informed regarding the progress and substantive aspects of such Tax Proceeding, including providing Purchaser with all written materials relating to such Tax Proceeding received from the relevant Tax authority and all written materials submitted to such Taxing authority by Sellers, (ii) Purchaser shall be entitled to participate in any such Tax Contest Proceeding, including having an opportunity to comment on any written materials prepared in connection with any such Tax Proceeding and attending any conferences relating to Taxes any such Tax Proceeding, and (iii) the Sellers’ Representative shall not compromise or settle any such Tax Returns Proceeding if such action could result in a Tax Liability of the Purchaser or any of its Affiliates without obtaining Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Purchaser shall control the conduct of any Tax Proceeding other than a Tax Proceeding that the Sellers’ Representative has elected to control pursuant to Section 9.6(b); provided, that in the case of any such Tax Proceeding for a taxable period ending on or before the Closing Date or for a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderPeriod, (xi) Parent Purchaser shall keep Stockholdersthe Sellers’ Representative informed regarding the progress and substantive aspects of all material developments regarding any such Tax ContestProceeding, including providing the Sellers’ Representative with all written materials relating to such Tax Proceeding received from the relevant Tax authority and all written materials submitted to such Taxing authority by Purchaser or any of its Affiliates, (yii) Stockholdersthe Sellers’ Representative and its counsel (at the Stockholders’ expense) may shall be entitled to participate in (but not control the conduct of) the defense of any such Tax ContestProceeding, including having an opportunity to comment on any written materials prepared in connection with any such Tax Proceeding and attending any conferences relating to any such Tax Proceeding, and (ziii) Parent Purchaser shall not compromise or settle any such Tax Contest Proceeding if such action could result in a Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnity obligation of any Seller hereunder (taking into account the funds remaining in the Escrow Account) without obtaining the prior written consent of Stockholdersthe Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (e) For the avoidance of doubt, or delayedthe procedures with respect to the conduct of any Tax Proceeding shall be governed exclusively by this Section 9.6 and the provisions of Article XI shall not apply.

Tax Contests. (A) IfFrom and after the Closing, following the Closing Date, Parent, the Surviving Corporation Buyer shall notify Seller in writing within fifteen days of receipt by Buyer or any of its Affiliates (including the Group Companies receives from Company or any Taxing Authority written successor thereof) of notice of any pending or threatened United States, federal, state, local, provincial, territorial or any non-United States income or franchise Tax Contest with respect to which the Parentaudits or assessments (such notice, the Surviving Corporation, or the other Group Companies a “Tax Claim”) that may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice affect Seller’s Liability under this Section 5.13. Notwithstanding anything to the Stockholders’ Representative; providedcontrary in this Agreement, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative Seller shall not affect the Parent Indemnitee’s right be required to receive indemnification indemnify Buyer under this Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest 5.13 to the extent that such Buyer’s failure to notify Seller pursuant to this Section 5.13(g) shall have adversely affected Seller’s rights under this Agreement. Seller shall notify Buyer in writing within fifteen days of receipt by Seller of a Tax Contest relates solely Claim for which Buyer would be required to indemnify Seller pursuant to Section 5.13(b). Buyer shall not be required to indemnify Seller under Section 5.13(b) to the extent that Seller’s failure to notify Buyer pursuant to this Section 5.13(g) shall have adversely affected Buyer’s rights under this Agreement. Seller shall control any examination, investigation, audit or other proceeding (a “Tax Contest”) in respect of any Tax Claim relating to Pre-Closing Taxes, other than Tax Contests with respect Periods that may give rise to a Straddle Period Stockholders’ Representative claim for indemnification pursuant to this Section 5.13, and to employ legal counsel of its choice at Seller’s expense; provided that Seller shall keep Parent Buyer reasonably informed of all material developments regarding with regard to such Tax Contest. Parent and Notwithstanding the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative foregoing, Seller shall not be entitled to settle, compromise either administratively or otherwise resolve such after the commencement of litigation, any Tax Contest Claim that would adversely affect the Liability for Taxes of Buyer, the Business or the Company (or any successor thereof) without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditionedconditioned or delayed and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. In the case of a Tax Contest in respect of any Tax Claim relating to a Straddle Period or a taxable year or period that begins after the Closing Date that may give rise to a claim for indemnification pursuant to this Section 5.13, (i) to the extent the issues presented in such Tax Contest can be separated in all material respects (including as to settlements) into those for which Seller would be liable under this Section 5.13 and all other issues, then Seller shall control the defense of those issues for which it would be liable, and Buyer shall control the defense of all other issues, each employing legal counsel of its choice, at its own expense, and (ii) to the extent the issues cannot be so separated, Buyer shall be entitled to control the defense employing legal counsel of its choice at its own expense; provided that Seller (along with legal counsel and other advisors of its choice) shall be entitled to participate in the defense with respect to the issues for which Seller would be liable under this Section 5.13. From and after the Closing, neither Buyer nor any of its Affiliates (including the Company or any successor thereof) shall agree to settle any Tax Claim for a Pre-Closing Period or a Straddle Period that may give rise to a claim for indemnification pursuant to this Section 5.13 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. (Aa) IfAfter the Closing, following the Closing DatePurchaser shall promptly notify Seller, Parentand in any event within fifteen (15) days after receipt by Purchaser, the Surviving Corporation or any of the Group Companies receives from or any Taxing Authority Affiliate thereof of written notice of any pending federal, state, local or foreign Tax Contest with audit or examination or notice of deficiency or other adjustment, assessment, or redetermination (each, a “Tax Contest”) relating to Taxes in respect to which of any of the ParentGroup Companies, the Surviving Corporation, Business or the other Group Companies may reasonably have any liability Ad Insertion Business for a Pre-Closing TaxesTax Period for which Seller, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; providedor any Seller Group member, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification could be liable under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failurethis Agreement or otherwise (“Seller Tax Contest”). (Bb) The Stockholders’ Representative Seller shall have the right, at its expenseelection, to control, manage and be responsible for at its own expense, any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Seller Tax Contest. Parent and , including any disposition of such Seller Tax Contest; provided, however, that (i) Purchaser shall have the Surviving Corporation may right, at its own expense, directly or through its designated representatives, to participate fully in such Seller Tax Contest, including to review in advance and reasonably comment on submissions made in the course of such Seller Tax Contest and to attend any in-person or telephonic meetings, and (ii) Purchaser’s consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement by Seller except any settlement that relates only to a Tax liability that is solely the Stockholders’ Representative liability of members of the Seller Group and would not be borne by Purchaser or its Affiliates, including the Group Companies (as evidenced by a written confirmation to that effect from Seller); provided, further, that Seller shall not settle, compromise or otherwise resolve such be entitled to control a Seller Tax Contest without if an Insurer under the consent Representation and Warranty Insurance Policy is required to control such Seller Tax Contest pursuant to the Representation and Warranty Insurance Policy (so long as Seller has consented to any provisions of or amendments to such policy that relate to such assumption) (it being understood that Seller has consented to the provisions of the Surviving Corporation Representation and ParentWarranty Insurance Policy as in effect on the date hereof). (c) With respect to all Seller Tax Contests that Seller does not elect to control pursuant to the immediately preceding sentence, Purchaser shall have the sole responsibility for, and shall control, at its own expense, such Seller Tax Contest, including the disposition thereof; provided, however, that (i) Seller shall have the right to participate fully in such Seller Tax Contest at its own expense, including to review in advance and reasonably comment on submissions made in the course of such Seller Tax Contest and to attend any in-person or telephonic meetings, (ii) Purchaser shall diligently pursue such Seller Tax Contest in good faith as if it were the sole party in interest (provided that failure to do so will not give rise to any liability of any Indemnified Person to Seller) and (iii) Seller’s consent (which consent will shall not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative denied) shall keep be required for any settlement that could affect the Surviving Corporation and Parent informed liability of any member of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax ContestsSeller Group. (Cd) With respect Purchaser shall have the sole right to control any Tax Contest relating to Taxes any of the Group Companies, the Business or Tax Returns of the Ad Insertion Business that is not a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Seller Tax Contest, . (ye) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such This Section 10.4 shall apply to Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayedContests notwithstanding Section 9.3.

Tax Contests. (A) If, following subsequent to the Closing Date, Parent, the Surviving Corporation Company or any of the Group Companies Subsidiary receives from any Taxing Authority written notice of any a Tax Contest with respect to any Tax Return which the Parentcould result in any payment under Section 9.2, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxesthen within thirty (30) days after receipt of such notice, Parent shall promptly provide a copy notify the Shareholder Representative of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the notice. Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, right to control, manage control the conduct and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed resolution of all material developments regarding such Tax Contest. , provided, however, that Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent Shareholder Representative reasonably informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle agree to any settlement or compromise of such Tax Contest without obtaining the Shareholder Representative’s prior written consent of Stockholders’ Representativethereto, which consent shall not be unreasonably withheld, conditioned, withheld or delayed.. If Parent, the Company or any Subsidiary receives any settlement offer from a Tax authority with respect to a claim for which any Parent Indemnified Party seeks or may seek indemnity from any holder of Common Stock, Parent shall promptly inform the Shareholder Representative of the receipt of such settlement offer. If the Shareholder Representative recommends acceptance of such settlement offer, but Parent declines to accept such offer in writing within thirty (30) days: (i) the entitlement of Parent to indemnification payments under this Agreement as the result of any such contest or proceedings shall not exceed the entitlement that Parent would have had if such contest had been settled or proceeding terminated on the basis of the settlement offer the acceptance of which was recommended by the Shareholder Representative; and (ii) the shareholders of the Company shall have no further liability for costs or other expenses in respect of such contest. The Parent’s notice obligations and the Shareholder Representative’s consent and other rights described in this Section 6.9(c) shall apply only for so long as the amount at issue may be satisfied in whole or in part, out of any remaining balance, not otherwise subject to any other claims, in the Indemnification Escrow Account

Tax Contests. (Aa) IfIf the Buyer or any of its Affiliates receives notice of a Tax audit, following controversy or other proceeding relating to the Company (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest. A failure by the Buyer to give such notice shall not affect B▇▇▇▇’s right to indemnification hereunder except to the extent that the Seller is materially prejudiced thereby. (b) In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Seller shall have the sole right, at its expense, to controlcontrol the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, manage and be responsible for any the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer in writing of its intent to do so, and the extent that such Tax Contest relates solely Buyer shall reasonably cooperate and shall cause the Company to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed reasonably cooperate in each phase of all material developments regarding such Tax Contest. Parent and the Surviving Corporation The Seller may participate in such Tax Contest and the Stockholders’ Representative shall not settlecompromise, compromise settle or otherwise resolve any such Tax Contest without obtaining the Buyer’s prior written consent of the Surviving Corporation and Parent, which (such consent will not to be unreasonably withheld, conditioned delayed or delayedconditioned). The Stockholders’ Representative shall keep If the Surviving Corporation and Parent informed of Seller elects not to control the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not Buyer shall assume control the conduct of) the defense of such Tax Contest, . and (z) Parent B▇▇▇▇ shall not compromise, settle such or resolve any Tax Contest without obtaining the Seller’s prior written consent of Stockholders’ Representative, which (such consent shall not to be unreasonably withheld, delayed or conditioned) (such rights of the Seller, or delayed.the “

Tax Contests. (Ai) IfAfter the Closing, following Purchaser shall, and shall cause each Group Company to, promptly notify the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice Shareholder Representative in writing upon receipt of any Tax Contest written notice, or becoming aware, of any audit, examination, or proceeding with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability Taxes for a Pre-Closing TaxesTax Period or a Straddle Period or other Taxes which, Parent shall promptly provide a copy of such notice if determined adversely to the Stockholders’ Representativetaxpayer, would be reasonable grounds for a Tax indemnification claim in favor of Purchaser under Section 8.3(b)(v) (a “Tax Claim”); provided, that Parent’s no failure to promptly provide a copy or delay of the Purchaser in providing such notice to the Stockholders’ Representative shall not reduce or otherwise affect the Parent Indemnitee’s right obligations of the Equityholders pursuant to receive indemnification under Section 8.2(a) this Agreement, except to the extent that the Stockholders’ Representative has been actually Equityholders are materially and materially adversely prejudiced as a result of such failurefailure or delay. (Bii) The StockholdersPurchaser shall control the defense of any Tax Claim, provided that: (A) the Shareholder Representative, at the Equityholders’ Representative sole cost and expense, shall have the right, at its expense, right to control, manage and be responsible for participate in all aspects of any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing TaxesClaim, other than Tax Contests (B) with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes Claim for a Pre-Closing Period, Purchaser shall not settle such audit or Tax Returns proceeding without the prior written consent of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)Shareholder Representative; provided, however, that to the extent that any if such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and settlement would reasonably be expected to result in adversely affect the Stockholders being liable liability for Taxes of the Purchaser or the Group Companies for any amounts hereundertaxable year or period beginning after the Closing Date, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the prior written consent of Stockholders’ Representative, which consent the Shareholder Representative shall not be unreasonably withheld, delayed or conditioned. In the event the Shareholder Representative withholds consent to settle any Tax Claim as set forth in the preceding sentence, and Purchaser and the Shareholder Representative, after working in good faith, are unable to resolve any dispute as to whether such settlement would reasonably be expected to adversely affect the liability for Taxes of the Purchaser or delayedthe Group Companies for any taxable year or period beginning after the Closing Date, the parties shall retain the Accounting Firm in accordance with the provisions of Section 1.6 to determine if such settlement would reasonably be expected to adversely affect the liability for Taxes of the Purchaser or the Group Companies for any taxable year or period beginning after the Closing Date and such consent was reasonably withheld under applicable Law. Neither the Purchaser nor any of the Group Companies may settle any Tax Claim relating to a Straddle Period without the prior written consent of the Shareholder Representative. (iii) To the extent this Section 5.2(f) conflicts with the provisions and limitations of Article VIII with respect to any Tax matters, this Section 5.2(f) shall control.

Tax Contests. (A) If, following In the Closing Date, Parent, the Surviving Corporation or case of any proceeding involving any asserted Tax Liability with respect to any of the Group Companies receives from any Taxing Authority written notice (a “Tax Contest”) after the Closing Date that relates to Pass-Through Taxes, excise Taxes or franchise Taxes of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing TaxesTax Periods, Parent shall promptly provide a copy the Seller Representative may elect to control the conduct of such notice Tax Contest, using counsel or accountants reasonably satisfactory to the Stockholders’ Representative; provided, Companies (it being understood that Parent’s failure to promptly provide a copy of such notice RMP LLP is satisfactory to the Stockholders’ Representative shall not affect Companies), but the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Companies shall have the right, at its expense, right to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest at their own expense, and the Stockholders’ Seller Representative shall not settle, compromise or otherwise resolve concede any portion of such Tax Contest that could reasonably affect the Pass-Through Tax Liability of any of the Companies for any Post-Closing Tax Period (or portion thereof) without the written consent of the Surviving Corporation and Parentsuch Company, which consent will not be unreasonably withheld, conditioned delayed or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel)conditioned; provided, however, that if the Seller Representative fails to assume control of the extent that conduct of any such Tax Contest relating within thirty (30) days following the receipt by the Seller Representative of notice of such Tax Contest from Purchaser, then the Companies shall have the right to Taxes or Tax Returns assume control of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest. In the case of any Tax Contest after the Closing Date that is not controlled by the Seller Representative pursuant to this Section 8.4, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not Purchaser shall control the conduct of) the defense conduct, through counsel of its own choosing, of such Tax Contest, but the Seller Representative shall have the right to participate in such Tax Contest at the sole expense of the Seller Parties and (z) Parent Purchaser shall not allow any of the Companies to settle or otherwise resolve such Tax Contest without the prior written consent permission of Stockholders’ the Seller Representative, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed, in each case only to the extent such Tax Contest could result in the Seller Parties being liable for indemnification pursuant to this Agreement or under applicable Law.

Tax Contests. (A) IfNotwithstanding Section 6.5, following the Closing Datethis Section 7.4 will control with respect to any audit, Parentexamination, the Surviving Corporation investigation, claim, litigation, dispute, controversy or any other administrative or judicial proceeding related to Taxes of the Group Companies Company (in each case other than Taxes that are related to Seller) (“Tax Contest”). If Purchaser receives from any Taxing Authority written notice of any a Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability Company for a Pre-Closing TaxesTax Period, Parent shall promptly provide a copy then Purchaser will notify Seller in writing of such notice to the Stockholders’ RepresentativeTax Contest within ten (10) Business Days of receiving such notice; provided, however, that Parent’s failure to promptly provide a copy no delay or deficiency on the part of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification Purchaser in so notifying Seller will relieve Seller of any liability under Section 8.2(a) this Agreement except to the extent such delay or deficiency materially prejudices or otherwise materially adversely affects the Stockholders’ Representative has been actually rights of the Seller with respect thereto. Seller will have the right to control the conduct and materially prejudiced as a result resolution of such failure. (B) The Stockholders’ Representative shall have the rightTax Contest; provided, at its expensehowever, that Seller may decline to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding participate in such Tax Contest. Parent and If Seller controls the Surviving Corporation may conduct of such Tax Contest, Purchaser at its own expense, shall have the right to participate in any such Tax Contest, including having the reasonable opportunity to review and comment before submitting any written materials prepared or furnished in connection with such Tax Contest and the Stockholders’ Representative Seller shall incorporate in any such materials as actually filed all reasonable comments of Purchaser and Seller will not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and ParentPurchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. The StockholdersIf Seller declines to control such Tax Contest, then Purchaser will have the right to control the conduct of such Tax Contest at Sellers’ Representative expense; provided, however, that Purchaser will not resolve such Tax Contest without Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each of Seller and Purchaser shall keep the Surviving Corporation and Parent other party reasonably informed of the progress of all such Tax Contests which such party controls and shall provide copies of all written communications with any Taxing Authority formal correspondence related to such Tax Contests. (C) With respect to any . Notwithstanding the foregoing, in the case of a Tax Contest relating to Taxes or Tax Returns of the Company for a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlPeriod, Parent shall, solely at Parent’s own cost and expense, Purchaser shall control all proceedings Proceedings taken in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates (including, after the Group Companies receives from Closing, the Company or any Taxing Authority written of its Subsidiaries) of notice of any Tax Contest with respect that could give rise to a Liability for which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeSeller and Holdco are responsible under Section 9.1; provided, provided that ParentBuyer’s failure to promptly provide a copy of such notice to the Stockholders’ Representative notify Seller shall not affect the Parent Indemniteelimit Buyer’s right to receive indemnification rights under Section 8.2(a) this Article IX except to the extent the Stockholders’ Representative has been actually and Seller is materially prejudiced as a result of by such failure. Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any Tax Contest that could give rise to Taxes of or with respect to the Company or any of its Subsidiaries. (Bb) The Stockholders’ Representative Seller shall have the rightcontrol, at its own cost and expense, all Tax Contests of the Company or any of its Subsidiaries, as the case may be, relating exclusively to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to a Pre-Closing Taxes, Tax Period (other than Tax Contests a Straddle Period), provided, however, that Seller shall (i) notify Buyer of significant developments with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and keep Buyer reasonably informed and consult with Buyer as to the Stockholders’ Representative shall not settleresolution of any issue that would materially affect Buyer, compromise or otherwise resolve (ii) permit Buyer to participate in all aspects of such Tax Contest Contest, at Buyer’s own cost and expense and (iii) not settle or compromise any issue without the consent of the Surviving Corporation and ParentBuyer, which such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative For the avoidance of doubt, Buyer shall keep not withhold such consent if Buyer or the Surviving Corporation Company (or their Subsidiaries) would not be adversely affected by the settlement, taking into account Seller’s and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax ContestsHoldco’s indemnification obligations hereunder. (Cc) With respect Buyer shall control all Tax Contests not controlled by Seller pursuant to any Tax Contest Section 9.5(b) relating to Taxes of the Company or Tax Returns any of its Subsidiaries that could give rise to a Straddle Period or within the scope of Liability for which Seller and Holdco are responsible under Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control9.1 and, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating is pending as of the Closing Date, Seller shall facilitate the transition, and shall cooperate with Buyer to Taxes or transition the control, of any such Tax Returns Contest to Buyer. In the case of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, Buyer shall (yi) Stockholders’ Representative notify Seller of significant developments with respect to such Tax Contest and its counsel keep Seller reasonably informed and consult with Seller as to the resolution of any issue that would affect Seller’s and Holdco’s responsibility under Section 9.1, (at ii) give Seller a copy of any Tax adjustment proposed in writing relating to such issue and copies of any other written correspondence with the Stockholders’ expenserelevant taxing authority relating to such issue, (iii) may permit Seller to participate in (but not control the conduct of) the defense aspects of such Tax ContestContest relating to any such issue, at Seller’s own cost and expense and (ziv) Parent shall not settle or compromise any such Tax Contest issue without the written consent of Stockholders’ RepresentativeSeller, which such consent shall not to be unreasonably withheld, conditioned, conditioned or delayed. (d) Buyer shall exclusively control any other Tax Contest with respect to the Company and any of its Subsidiaries that is not described in Section 9.5(b) or 9.5(c).

Tax Contests. (Aa) If, following If any Tax Authority issues to ▇▇▇▇ or the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written Company (i) a notice of any Tax Contest its intent to audit, examine or conduct a proceeding with respect to which Taxes or Returns of such Company for any Pre-Closing Tax Period or Straddle Period or (ii) a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Returns attributable to the Parent, operations or assets of the Surviving Corporation, Company for any Pre-Closing Tax Period or the other Group Companies may reasonably have any liability Straddle Period or otherwise with respect to Taxes for Pre-Closing TaxesTax Periods or Straddle Periods for which Shareholders have potential indemnity obligations hereunder (each, Parent a “Tax Claim”), ▇▇▇▇ shall notify the Company Representative of the receipt of such communication from the Tax Authority and shall deliver a copy of any such written communication to the Company Representative within ten (10) Business Days after receiving such Tax Claim; provided that the failure to so notify Company Representative of, or deliver, such communication shall not relieve Shareholders of any obligation or Liability that Shareholders may have to ▇▇▇▇ hereunder, except to the extent such obligation or Liability is caused solely by such delay. (b) In the event of any proceeding relating to any Tax Claim with respect to Taxes attributable to the operations or assets of or Returns of the Company (a “Tax Contest”) for a Tax Period ending on or before the Closing Date or otherwise with respect to Taxes for Pre-Closing Tax Periods or Straddle Periods for which Shareholders could owe Taxes or could have potential indemnity obligations hereunder, ▇▇▇▇ and such Company, as applicable, shall promptly provide a copy the Company Representative with copies of such notice all written communications relating to the Stockholders’ RepresentativeTax Contest; provided, that Parent’s failure to promptly provide a copy of such notice to (i) the Stockholders’ Company Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(acontrol any such Tax Contest, (ii) except to the extent the Stockholders’ Representative has been actually ▇▇▇▇ and materially prejudiced such Company, as a result of such failure. (B) The Stockholders’ Representative applicable, shall have the rightright to participate in any such Tax Contest, at its own expense, to controland (iii) ▇▇▇▇ and such Company, manage and be responsible for as applicable, shall not settle or otherwise resolve any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such (or any issue raised in any Tax Contest. Parent and the Surviving Corporation may participate ) that will result in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest liability for Shareholders without the prior written consent of the Surviving Corporation and ParentCompany Representative, which such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep . (c) At the Surviving Corporation and Parent informed request of the progress Company Representative, ▇▇▇▇ or the Company, as applicable, shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to the Company Representative and the applicable Tax Authority; provided, that (i) Shareholders shall pay when reasonably requested by ▇▇▇▇, all Taxes (and other amounts) for which Shareholders are liable under this Agreement as a result of all such settlement, and (ii) the settlement would not result in material adverse Tax Contests consequence to ▇▇▇▇ or any of its Affiliates (including the Company after Closing), including the payment of Taxes for which Shareholders are not required to fully indemnify ▇▇▇▇ or its Affiliates (including the Company after Closing) under this Agreement, as determined by ▇▇▇▇ in its reasonable discretion. (d) In the event of a Tax Contest for a Straddle Period, ▇▇▇▇ and such Company, as applicable, shall promptly provide the Company Representative with copies of all written communications with relating to the Tax Contest; provided, that (i) the ▇▇▇▇ shall control any Taxing Authority related to such Tax Contests. Contest, (Cii) With respect Shareholders shall have the right to participate in any such Tax Contest, at its own expense, and (iii) ▇▇▇▇ and such Company, as applicable, shall not settle or otherwise resolve any Tax Contest relating to Taxes (or any issue raised in any Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(BContest) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and could reasonably be expected to result in the Stockholders being liable material Tax liability (or indemnity obligations under this Agreement) for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest Shareholders without the prior written consent of Stockholders’ the Company Representative, which such consent shall not to be unreasonably withheld, conditioned, conditioned or delayed.

Tax Contests. (i) If any Governmental Body issues to the Company or any Subsidiary of the Company (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority a written notice of any Tax Contest its intent to audit or conduct another Proceeding with respect to which Taxes of the Parent, Company or Subsidiary of the Surviving Corporation, or the other Group Companies may reasonably have Company for any liability for Pre-Closing TaxesTax Period or Straddle Period or (B) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period (a “Tax Claim”), Parent GTY shall promptly provide a copy notify the Sherpa Holders’ Representative of its receipt of such notice to communication from the Stockholders’ Representative; provided, that Parent’s Governmental Body within thirty (30) days of receipt. No failure to promptly provide a copy or delay of such notice to the Stockholders’ Representative GTY in the performance of the foregoing shall not reduce or otherwise affect the Parent Indemnitee’s right obligations or liabilities of the Sherpa Holders pursuant to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failurethis Agreement. (Bii) The Stockholders’ Representative Company or applicable Subsidiary shall have the right, at its expense, to control, manage and be responsible for control any audit or other Proceeding in respect of any Tax Contest to Return or Taxes of the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to Company or a Straddle Period Stockholders’ Representative shall keep Parent informed Subsidiary of all material developments regarding such the Company (a “Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel”); provided, however, that (A) the Sherpa Holders’ Representative, at the Sherpa Holders’ sole cost and expense, shall have the right to the extent that participate in any such Tax Contest relating to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) GTY shall not allow the Company or any Subsidiary of the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Pre-Closing Tax Period or Tax Returns of a Straddle Period and reasonably be expected to result in without the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholderspermission of the Sherpa Holders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall will not be unreasonably withheld, conditioneddelayed, or delayedconditioned). (iii) Notwithstanding the foregoing, the Sherpa Holders’ Representative shall control any Tax Contest relating to a Partnership Return, provided (A) the Sherpa Holders’ Representative shall keep GTY reasonably informed regarding the status of such Tax Contest; (B) the Sherpa Holders’ Representative shall control the Tax Contest diligently and in good faith; (C) GTY shall have the right to participate in such Tax Contest; (D) the Sherpa Holders’ Representative shall not settle, resolve, or abandon the Tax Contest (or any portion thereof) without the prior written consent of GTY; (E) the Sherpa Holders shall bear all costs and expenses of the Sherpa Holders’ Representative and the Company and its Subsidiaries in controlling such Tax Contest; and (F) the Sherpa Holders’ Representative shall not, and shall not cause the Company to, elect to apply any provision of the Revised Partnership Audit Provisions to any Tax year beginning prior to January 1, 2018.

Tax Contests. (A) IfThe Buyer and Seller shall keep the other informed of any inquiries, following the Closing Datecommunications, Parentactual or proposed audits, the Surviving Corporation or assessments, reassessments and any similar communications that relate to any Taxes of the Group Companies receives from any Taxing Authority written notice of any Purchased Corporations (“Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ RepresentativeClaims”); provided, that Parent’s failure Buyer shall only be obligated to promptly provide a copy of such notice do so with respect to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest Claims that relate to Taxes for which the Seller is reasonably expected be liable under this Agreement or applicable Law. The Buyer shall cooperate with the Seller to respond to any such Tax Claims, and the Seller shall be entitled to take control of any such Tax Claim to the extent that it relates to Taxes for which the Seller would be fully liable under this Agreement or applicable Law; provided, however, that Seller shall have no right to take control of any Tax Claim unless (1) Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith, and (2) Seller shall have agreed with Buyer that, as between Buyer and Seller, Seller shall be liable for any Damages relating to Taxes that result from such Tax Contest relates solely Claim; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to Pre-Closing Taxesbe present at, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding and participate in, any such Tax ContestClaim. Parent and Notwithstanding the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative foregoing, neither Seller nor any Affiliate of Seller shall not be entitled to settle, compromise either administratively or otherwise resolve such Tax Contest after the commencement of litigation, any claim for Taxes which reasonably could be expected to adversely affect the liability for Taxes of Buyer, the Purchased Corporations or any Affiliate thereof for any period after the Closing Date to any extent without the prior written consent of the Surviving Corporation and Parent, Buyer (which consent will shall not be unreasonably withheld, conditioned or delayed). The Stockholders’ Representative In any case where the Seller does not control a Tax Claim relating to Taxes for which Seller is reasonably expected to be liable under this Agreement or applicable Law, the Buyer shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative Seller informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at shall allow the Stockholders’ expense) may Seller to participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent Claim. The Buyer shall not allow any Purchased Corporation to settle such any Tax Contest Claims for which the Seller is reasonably expected to be liable for any underlying Taxes without the prior written consent of Stockholders’ Representative, the Seller (which consent shall not be unreasonably withheld, conditioned, withheld or delayed). If the Seller pays any Taxes in respect of a Tax Claim which are subsequently refunded, the Buyer shall cause such refunded amounts to be returned to the Seller, together with any interest thereon received from the applicable Governmental Authority (net of any Taxes attributable to such refunded amounts and such interest). In the event of a conflict between the provisions of this Section 9.3(4) and the provisions of Section 8.8, the provisions of this Section 9.3(4) shall control.

Tax Contests. (Ai) If, following the Closing Date, Parent, the Surviving Corporation or If any of the Group Companies receives from any Taxing Governmental Authority written issues to a Company (i) a notice of any Tax Contest its intent to audit or conduct another proceeding or Action with respect to which a Pass-Through Return or (ii) a notice of deficiency for Taxes in respect of a Pass-Through Return, Buyer shall notify the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy Sellers’ Representative of its receipt of such notice to communication from the Stockholders’ Representative; provided, that Parent’s Governmental Authority within thirty (30) days of receipt. No failure to promptly provide a copy or delay of such notice to Buyer in the Stockholders’ Representative performance of the foregoing shall not reduce or otherwise affect the Parent Indemnitee’s right obligations or liabilities of Sellers pursuant to receive indemnification under Section 8.2(a) this Agreement, except to the extent such failure or delay prejudices the StockholdersSellers or Sellers’ Representative has been actually and materially prejudiced as a result of such failureRepresentative. (Bii) The Stockholders’ Representative A Company shall have the right, at its expense, to control, manage and be responsible for control any audit or other proceeding in respect of any Tax Contest to the extent that Return or Taxes of such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to Company (a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such “Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel”); provided, however, that to the extent that if any such Tax Contest relating relates to Taxes or Tax Returns of a Straddle Period and Pass-Through Return for which Sellers would reasonably be expected to result in be liable pursuant to this Agreement, the Stockholders being liable for any amounts hereunderSellers’ Representative, (x) Parent at the Sellers’ sole cost and expense, shall keep Stockholders’ Representative informed of all material developments regarding control such Tax Contest; provided, however, that (yi) StockholdersBuyer shall promptly, and shall cause a Company to promptly, file any powers of attorney or other documents required or reasonably requested by the Sellers’ Representative and its counsel to allow the Sellers’ Representative to control such Tax Contest; (at ii) while it controls a Tax Contest, the StockholdersSellers’ expense) may participate in (but not control Representative shall keep Buyer reasonably informed regarding the conduct of) the defense status of such Tax Contest; (iii) Buyer, at its sole cost and expense, shall have the right to participate, or cause a Company to participate in such Tax Contest; and (ziv) Parent the Sellers Representative shall not settle settle, resolve, or abandon (and shall not allow a Company to settle, resolve, or abandon) such Tax Contest that could result in a Buyer Indemnified Party incurring a Tax without the prior written consent permission of Stockholders’ Representative, Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed). Buyer shall control all other Tax Contests (other than any Tax Contest that relates solely to a Pass-Through Return for which Sellers would reasonably be expected to be liable). Notwithstanding the foregoing, the Sellers, at their sole cost and expense, shall be responsible for controlling all audits and other proceedings relating to the Seller Returns and any other Taxes or Tax Returns of the Sellers.

Tax Contests. 10.10.1. Buyer will promptly notify Members’ Representative in writing upon receipt by Buyer or any affiliate of Buyer (Aincluding any of the Company) Ifof written notice of any inquiries, following claims, assessments, audits or similar events with respect to Taxes (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”) relating to a Pre-Closing Tax Period (a “Pre-Closing Tax Matter”); provided, however, that no delay on the part of Buyer in notifying the Members’ Representative will relieve the Members from any obligation under ARTICLE 9 or ARTICLE 10, except to the extent such delay actually prejudices the Members. 10.10.2. The Members’ Representative will be entitled to participate, at its sole expense, in the defense of any Pre-Closing Tax Matter that is the subject of a notice given by the Buyer pursuant to Section 10.10. 1. In addition, the Members’ Representative, at its sole expense, will have the authority to represent the interests of the Company with respect to any Pre-Closing Tax Matter before any taxing authority, any other governmental agency or authority or any court and will have the sole right to control the defense or other resolution of any Pre-Closing Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Pre-Closing Tax Matter, so long as (i) the Members’ Representative gives written notice to Buyer within fifteen days after Buyer has given notice of the Pre-Closing Tax Matter that Members will indemnify the Buyer Indemnified Person from and against the entirety of any and all Losses the Buyer Indemnified Person may suffer from, arising out of, relating to, in the nature of, or caused by the Pre-Closing Tax Matter, (ii) the Members’ Representative provides the Buyer with evidence reasonably acceptable to the Buyer that the Members will have adequate financial resources to defend against the Pre-Closing Tax Matter and fulfill their indemnification obligations hereunder, (iii) the Pre-Closing Tax Matter does not involve an issue relating to Taxes for a period other than a Pre-Closing Tax Period, (iv) the Members’ Representative conducts the defense of the Pre-Closing Tax Matter actively and diligently, and (v) the Pre-Closing Tax Matter does not involve a criminal Action; provided, however, that Members’ Representative will not enter into any settlement of or otherwise compromise any Tax Matter unless (a) such judgment, compromise or settlement results in the full and general release of the Buyer Indemnified Persons from all Liabilities arising or relating to, or in connection with, the Pre-Closing Tax Matter, and (b) in the case of a settlement or compromise that adversely affects or may adversely affect the Tax liability of Buyer, the Company or any affiliate of the foregoing for any period ending after the Closing Date, Parentincluding the portion of the Straddle Period that is after the Closing Date, the Surviving Corporation Members’ Representative obtains the prior written consent of Buyer, which consent will not be unreasonably withheld or any of delayed. Members’ Representative will keep the Group Companies receives from any Taxing Authority written notice of any Tax Contest Buyer fully and timely informed with respect to which the Parentcommencement, the Surviving Corporation, or the other Group Companies may reasonably have status and nature of any liability for Pre-Closing TaxesTax Matter. Members’ Representative will, Parent shall promptly provide a copy of in good faith, allow Buyer, at Buyer’s sole expense, to participate in any such notice proceeding and make comments to the StockholdersMembers’ Representative, regarding the conduct of or positions taken in any such proceeding. 10.10.3. Except as otherwise provided in Section 10.10.2 above, Buyer will have the sole right to control any Tax Matter (each, a “Post-Closing Tax Matter”); provided, however, that Parent’s failure to promptly provide a copy Buyer will not, and will cause its affiliates (including the Company) not to, enter into any settlement of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests contest or otherwise compromise any issue with respect to a Pre-Closing Tax Period, including the portion of the Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent that is before and including the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settleClosing Date, compromise or otherwise resolve such Tax Contest without the prior written consent of the Surviving Corporation and ParentMembers’ Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep For clarity, if the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which StockholdersMembers’ Representative does not elect deliver the notice contemplated by Section 10.10.2(i), or the evidence contemplated by Section 10.10.2(ii) within fifteen (15) days after the Buyer has given notice of the Pre-Closing Tax Matter, or otherwise at any time fails to controlconduct the defense of the Pre-Closing Tax Claim actively and diligently, Parent shall, solely at Parent’s own cost and expense, Buyer will have the sole right to control all proceedings in connection with such any Pre-Closing Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, Matter. The Members will (x) Parent shall keep Stockholdersreimburse Buyer reasonably promptly and periodically for the reasonable costs of defending Pre-Closing Tax Matters (including reasonable attorneys’ Representative informed fees and expenses, and the Members’ equitable share of all material developments regarding such the costs of defending against Tax ContestMatters relating to a Straddle Period), (y) Stockholders’ Representative remain responsible for any and its counsel (at all other Losses that Buyer may incur or suffer resulting from, arising out of, relating to, in the Stockholders’ expense) may participate nature of or caused by the Pre-Closing Tax Matter or Tax Matters relating to a Straddle Period to the fullest extent provided in (but not control this ARTICLE 10. 10.10.4. In the conduct of) event of any conflict between the defense of such procedures governing Tax ContestMatters as set forth in this Section 10.10 and the procedures set forth in Section 9.3, and (z) Parent shall not settle such then, with respect to Tax Contest without the written consent of Stockholders’ RepresentativeMatters, which consent shall not be unreasonably withheld, conditioned, or delayedthis Section 10.10 will govern.

Tax Contests. (Aa) If, following the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from If a claim shall be made by any Taxing Authority written notice that, if successful, would result in the indemnification of any Tax Contest with respect to which a Parent Indemnified Person or disqualification of the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing TaxesMerger as a Reorganization, Parent shall promptly provide a copy notify Sellers’ Representative in writing of such notice to the Stockholders’ Representativethat fact; provided, however, that Parent’s any failure to promptly provide a copy give the notice will not waive any rights of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) Indemnified Person except to the extent the Stockholders’ Representative has been rights of the Stockholders are actually and materially prejudiced as a result of such failureprejudiced. (Bb) The StockholdersSellers’ Representative shall have the right, at its expense, right to control, manage and be responsible for defend any Tax Contest Claim relating to Taxes or Tax Returns of the Company for a taxable period that ends on or prior to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Date at the Stockholders’ Representative shall keep Parent informed sole expense with counsel of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholdersits choice reasonably satisfactory to Parent; provided, that, Sellers’ Representative shall not settle, compromise or otherwise resolve and/or concede any portion of such Tax Contest claim without the written consent of the Surviving Corporation and Parent, which consent will shall not be unreasonably withheld, conditioned or delayed. The StockholdersIf Sellers’ Representative undertakes to defend a claim hereunder, Sellers’ Representative shall keep the Surviving Corporation and Parent fully informed of all communications with Governmental Authorities and developments relating to the progress of all such Tax Contests claim and shall provide copies permit representatives of Parent, at Parent’s cost, to be present at all written communications with any Taxing Authority related to conferences and proceedings, whether such Tax Contestsconferences or proceedings are conducted in person or otherwise. (Cc) With respect to Parent shall control all proceedings taken in connection with any Tax Contest Claim relating to (A) Taxes or Tax Returns of the Company for a Straddle Period Period, (B) Taxes or within Tax Returns of the scope of Section 8.2(d)(iii)(B) which StockholdersCompany for a taxable period that ends on or prior to the Closing Date that the Sellers’ Representative does not elect to controlcontrol pursuant to Section 6.2(b), Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest or (including selection c) qualification of counsel); provided, however, that to the Merger as a Reorganization. To the extent that any such Tax Contest relating to proceedings affect the amount of Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in for which the Stockholders being are liable for any amounts hereunderunder this Agreement or qualification of the Merger as a Reorganization, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding not settle or otherwise conclude such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest Claim without the prior written consent of StockholdersSellers’ Representative, Representative (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed), and (y) Sellers’ Representative and counsel of its choosing shall have the right to participate fully in all aspects of the prosecution or defense of the Tax Claim at the sole cost of the Stockholders. (d) In the event of any inconsistence, the provisions of this Section 6.2 shall be controlling over the provisions of Section 5 with respect to Tax-related matters.

Tax Contests. (A) If, following The Buyers agree to give written notice to the Closing Date, ParentSellers’ Representatives of the receipt of any written notice by the Company, the Surviving Corporation Buyers or any of their Affiliates which involves the Group Companies receives from any Taxing Authority written notice assertion of any Tax Contest with respect to which the Parent, the Surviving Corporationclaim, or the commencement of any Action, in respect of which an indemnity may be sought by the Buyers pursuant to this Article VII (a “Tax Claim”); Sellers’ Representatives shall have the sole right at the Seller’s expense to represent the Company’s interests in any Tax Claim relating to a taxable period ending on or before the Closing Date (other Group Companies than Tax Claims related to Straddle Periods) or relating to a Tax (other than Tax related to a Straddle Period) for which Sellers otherwise may reasonably have any liability for Pre-Closing Taxesbe liable pursuant to this Agreement, Parent shall promptly provide a copy and to employ counsel of such notice to the StockholdersSellers’ RepresentativeRepresentative choice at Sellers’ Representatives expense; provided, however, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative Buyers and their Representatives shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the rightbe permitted, at its Buyers’ expense, to controlbe present at, manage and be responsible for participate in, any Tax Contest to such claim and neither the extent that Sellers’ Representatives nor the Sellers can settle such Tax Contest relates solely Claim (either administratively or after the commencement of litigation) without LP Buyer’s prior written consent (not to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep ) if the Surviving Corporation and Parent informed settlement or resolution of such Tax Claim may have adverse effect on the Tax liability of the progress of all such LP Buyer and its Affiliates, including the Company, for any period after Closing, provided, further that the LP Buyer shall control any Tax Contests and shall provide copies of all written communications with any Taxing Authority Claims related to such Tax Contests. (C) With respect to Straddle Periods and neither Buyers nor any Tax Contest relating to Taxes or Tax Returns Affiliates of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that Buyers shall settle any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest Claim without the Sellers’ Representatives prior written consent of Stockholders’ Representative, which consent shall (not to be unreasonably withheld, conditionedconditioned or delayed) if the settlement or resolution of such Tax Claim may have an adverse effect on the Tax liability of the Sellers for any period Pre-Closing Tax Periods. Neither Buyers nor any Affiliate of the Buyers shall be entitled to settle, either administratively or after the commencement of litigation, any Tax Claim which could adversely affect the liability of the Sellers for Taxes relating to any taxable period ending on or before the Closing Date or to any Straddle Period without the prior written consent of Sellers’ Representatives, not to be unreasonably withheld, conditioned or delayed.

Tax Contests. (Ai) If, following If any Governmental Entity issues to the Closing Date, Parent, the Surviving Corporation Companies or any of the Group Companies receives from any Taxing Authority written Companies’ Subsidiaries (1) a notice of any Tax Contest its intent to audit or conduct another proceeding with respect to which a Tax Return or Taxes of the Parent, the Surviving Corporation, Companies or the other Group Companies may reasonably have any liability Companies’ Subsidiaries for any Pre-Closing TaxesTax Period or Straddle Period or (2) a notice of deficiency for Taxes for any such period, Parent Buyer shall promptly provide a copy notify the Shareholder of its receipt of such notice to communication from the StockholdersGovernmental Entity within ten (10) days of receipt and provide the Shareholder with copies of all correspondence and other documents received from the Governmental Entity. The Companies and such Companies’ RepresentativeSubsidiaries, as applicable, shall control any audit or other proceeding in respect of any Taxes or Tax Returns of the Companies and such Companies’ Subsidiaries (a “Tax Contest”); provided, that Parent’s failure to promptly provide a copy of such notice to however, (1) the StockholdersShareholder, at the Shareholder’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually sole cost and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative expense, shall have the right, at its expense, right to control, manage control (including the settlement or resolution thereof and be responsible for the selection of counsel) or participate in any Tax Contest to the extent that such Tax Contest it relates solely to a Pre-Closing Taxes, other than Tax Contests with respect Period and participate in any Tax Contest to the extent it relates to a Straddle Period StockholdersPeriod; and (2) Buyer shall not, and shall not allow the Companies and any Companies’ Representative shall keep Parent informed of all material developments regarding Subsidiaries, to settle, resolve or abandon a Tax Contest (whether or not the Shareholder participates in or controls such Tax Contest. Parent and the Surviving Corporation may participate in such ) for a Pre-Closing Tax Contest and the Stockholders’ Representative shall not settle, compromise Period or otherwise resolve such Tax Contest Straddle Period without the consent prior written permission of the Surviving Corporation and Parent, Shareholder (which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned). (ii) If the Shareholder elects to control a Tax Contest for a Pre-Closing Tax Period, or delayed.(1) the Shareholder shall notify Buyer of such intent;

Tax Contests. (Aa) IfIf the Buyer or any of its Affiliates receives notice of a Tax audit, following controversy or other proceeding relating to any of the Companies (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest A failure by the Buyer to give such notice shall not affect B▇▇▇▇’s right to indemnification hereunder except to the extent that the Seller is materially prejudiced thereby. (b) In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date, Parent, the Surviving Corporation or any of the Group Companies receives from any Taxing Authority written notice of any Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative Seller shall have the sole right, at its expense, to controlcontrol the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, manage and be responsible for any the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer in writing of its intent to do so, and the extent that such Tax Contest relates solely Buyer shall reasonably cooperate and shall cause the applicable Companies to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed reasonably cooperate in each phase of all material developments regarding such Tax Contest. Parent and The Seller may not compromise, settle or resolve any such Tax Contest without obtaining the Surviving Corporation may participate in Buyer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest and the Stockholders’ Representative Buyer shall not settlecompromise, compromise settle or otherwise resolve such any Tax Contest without obtaining the Seller’s prior written consent of the Surviving Corporation and Parent, which (such consent will not to be unreasonably withheld, conditioned delayed or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed conditioned) (such rights of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within Seller, the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.“Seller’s

Tax Contests. (Aa) IfIn the event of any claims, following audits or other Legal Proceedings with respect to Taxes by or with a Tax authority that could result in an indemnification obligation under this Agreement by the Seller (each, a “Tax Contest”), the Buyer shall promptly (but no later than thirty (30) days after it or any Affiliate so becomes aware of such Tax Contest) deliver written notice to the Seller of such Tax Contest (the “Tax Claim Notice”); provided, however, that the failure or delay to so notify the Seller shall not relieve the Seller of any obligation or liability that the Seller may have to the Buyer, except to the extent that the Seller is prejudiced thereby. (b) With respect to Tax Contests for Taxes of the Company for a taxable period ending on or before the Closing Date, Parent, the Surviving Corporation or any Seller (at its sole cost and expense) may elect to assume and control the defense of such Tax Contest by written notice to the Buyer within fifteen (15) days after delivery by the Buyer to the Seller of the Group Companies receives from Tax Claim Notice; provided, that the Seller shall not be entitled to control (or retain control of) the defense of such Tax Contest if the Insurer is required to assume such defense pursuant to the terms of the R&W Policy. If the Seller properly elects to assume and control the defense of such Tax Contest within thirty (30) days after delivery by the Buyer to the Seller of the Tax Claim Notice, then the Buyer shall cooperate with the Seller (at the Seller’s expense) in pursuing such Tax Contest, and the Seller (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel and (iii) may (A) pursue or forego any Taxing Authority and all administrative appeals, proceedings, hearings and conferences with any Tax authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that the Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written notice consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller properly elects to assume (and retains) the defense of any Tax Contest with respect pursuant to which this Section 9.8(b), then the Parent, Seller shall (x) keep the Surviving Corporation, or the other Group Companies may Buyer reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such notice to the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller sends such correspondence to any Tax authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Buyer shall reasonably request, and, at its own cost and expense, the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax authorities regarding such Tax Contests). (c) In connection with any Tax Contest that the Seller is permitted to elect to control and does not timely and properly elect to control pursuant to Section 9.8(b), such Tax Contest shall be controlled by the Buyer (and the Seller shall reimburse the Buyer for all reasonable and documented third-party costs and expenses incurred by the Buyer in defending such Tax Contest described in this Section 9.8(c)) and the Seller agrees to cooperate with the Buyer (at the Seller’s sole cost and expense) in pursuing such Tax Contest. Parent and the Surviving Corporation may participate in such In connection with any Tax Contest that is described in this Section 9.8(c) and controlled by the Stockholders’ Representative Buyer, the Buyer (i) shall be entitled to engage its own counsel, (ii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that the Buyer shall not settle, settle or compromise (or otherwise resolve take other actions described herein with respect to) any such Tax Contest without the prior written consent of the Surviving Corporation and Parent, which Seller (such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall ), (iii) keep the Surviving Corporation and Parent Seller reasonably informed of the progress of all material developments and events relating to such Tax Contests Contest (including promptly forwarding copies to the Seller of any related correspondence, and shall provide copies of all written communications the Seller with an opportunity to review and comment on any Taxing Authority related to material correspondence before the Buyer sends such Tax Contests. (C) With respect correspondence to any Tax authority), (iv) consult with the Seller in connection with the defense or prosecution of any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within and (v) provide such cooperation and information as the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to controlSeller shall reasonably request (at the Seller’s sole cost and expense), Parent shalland, solely at Parent’s its own cost and expense, control all proceedings the Seller shall have the right to participate in connection with (but not control) the defense of such Tax Contest (including selection participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (d) In connection with any Tax Contest that the Seller is not permitted to elect to control pursuant to the terms of Section 9.8(b) (other than any Tax Contest of which the Insurer is required to assume the defense pursuant to the terms of the R&W Policy), such Tax Contest shall be controlled by the Buyer (and the Seller shall reimburse the Buyer for all reasonable and documented third-party costs and expenses incurred by the Buyer in defending such Tax Contest described in this Section 9.8(d)). In connection with any Tax Contest that is described in this Section 9.8(d) and controlled by the Buyer, the Buyer (i) shall be entitled to engage its own counsel), (ii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that to the extent that Buyer shall not settle or compromise (or take other actions described herein with respect to) any such Tax Contest relating without the prior written consent of the Seller (such consent not to Taxes be unreasonably withheld, conditioned or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunderdelayed), (xiii) Parent shall keep Stockholders’ Representative the Seller reasonably informed of all material developments regarding and events relating to such Tax ContestContest (including promptly forwarding copies to the Seller of any related correspondence, and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Tax authority), (yiv) Stockholders’ Representative consult with the Seller in connection with the defense or prosecution of any such Tax Contest and its counsel (v) provide such cooperation and information as the Seller shall reasonably request (at the Stockholders’ Seller’s sole cost and expense) may ), and, at its own cost and expense, the Seller shall have the right to participate in (but not control the conduct ofcontrol) the defense of such Tax Contest, and Contest (z) Parent shall not settle including participating in any discussions with the applicable Tax authorities regarding such Tax Contest without Contests). (e) Notwithstanding anything to the written consent of Stockholders’ Representativecontrary contained in this Agreement, which consent the procedures for all Tax Contests shall be governed exclusively by this Section 9.8 (and not be unreasonably withheld, conditioned, or delayedSection 8.3(a)).

Tax Contests. (A) IfIf any Governmental Authority issues to the Company a notice of deficiency, following or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company, for any Pre-Closing Date, Parent, Tax Period or Straddle Period that could adversely affect the Surviving Corporation Tax liability or any Tax position of any of the Group Companies receives direct or indirect equity owners of the Company for any taxable period, then Ignite CAN shall notify the Transferor Representative, or the Transferor Representative shall notify Ignite CAN, as the case may be, of its receipt of such communication from the Governmental Authority within 10 days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Authority. The Transferor Representative shall control any Taxing Authority written notice of any Tax Contest audit or other proceeding with respect to which the Parent, Taxes or Tax Returns of the Surviving Corporation, or the other Group Companies may reasonably have Company for any liability for Pre-Closing Taxes, Parent Tax Period; provided that Ignite CAN shall promptly provide a copy be entitled to participate in the conduct of any such notice to audit or other proceeding at its expense and the Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Transferor Representative shall not affect settle or compromise any such audit or other proceeding without the Parent Indemnitee’s right prior written consent of Ignite CAN, such consent not to receive indemnification under Section 8.2(a) except to be unreasonably withheld or delayed. Ignite CAN shall control any audit or other proceeding in respect of any Taxes or Tax Returns of the extent Company for any Straddle Period; provided that the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the rightTransferor Representative, at its expense, shall have the right to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in any such Tax Contest audit or other proceeding and the Stockholders’ Representative Ignite CAN shall not settle, compromise resolve, or otherwise resolve abandon any such Tax Contest audit or other proceeding without the prior written consent of the Surviving Corporation and ParentTransferor Representative, which such consent will not to be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned, withheld or delayed.