Common use of Tax Contests Clause in Contracts

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled If any Aether Indemnified Party receives written notice from any Tax authority of any audit, examination, claim or other administrative or judicial proceeding relating to Taxes or Tax Returns (a "Tax Claim") with respect to which the Indemnifying Party is required to provide indemnification under this Agreement (a “Tax Agreement, the Aether Indemnified Party”) will provide Party shall give prompt written notice of such Tax Claim to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementIndemnifying Party; provided, however, that any delay or the failure to give such prompt written notice will shall not affect the indemnifying party’s indemnification obligations under this Agreement provided hereunder except to the extent that the indemnifying party’s defense of failure to give such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to materially prejudices the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersIndemnifying Party. (b) Each of Parent The Indemnifying Party shall have the right, at its own expense, to control all proceedings and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other may make all decisions with respect to such matter)any Tax Claim for any Taxable period ending on or before the Closing Date; providedprovided that the Aether Indemnified Party, howeverand counsel of its own choosing, that any delay shall have the right, at its own expense, to participate fully in all aspects of the prosecution or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (Claim; and provided further that the Indemnifying Party shall not take any action to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of settle or otherwise conclude any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability Claim without the prior written consent of the indemnifying partyAether Indemnified Party. The Tax Indemnifying Party must notify the Aether Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof writing within thirty (30) days following receipt after receiving notice of notice provided in a Tax Claim pursuant to Section 3.6(a8.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may Indemnifying Party intends to exercise its right to control the conduct of a Tax Claim described in this Section 8.6(b). (c) If the Indemnifying Party does not be able exercise its right to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the proceedings and make decisions with respect to a Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Claim, the Aether Indemnified Party will diligently defend against the claim of may, without waiving its rights to indemnification hereunder, take any action to defend, settle or otherwise conclude the Tax Authority, including the pursuit of the appeal of any adverse determinations to the Claim in such manner as it may deem appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at sole and absolute discretion. Purchaser shall have the indemnifying party’s sole cost that the right to control and make all decisions with respect to any Tax Indemnified Party would Claim not prevail upon any such appeal) and will employ such resources, including independent counsel, described in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimSection 8.6(b). (iid) The Tax Indemnified Party will consult with In the indemnifying party as to event that the conduct provisions of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence this Section 8.6 hereof and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent 8.3(b) and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employmentc) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting conflict or otherwise entitled to any bookseach apply by their terms, records, information, officers or employees pursuant to this Section 3.6(h) will bear 8.6 shall govern all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesmatters concerning Tax Claims.

Tax Contests. (ai) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) Acquiror will provide prompt written notice to the other parties Holder Representative upon receipt by Acquiror or any of 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 proceeding 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 relating solely to a taxable period ending on or before the Closing Date or relating solely to a Pre-Closing Flow-Through Tax Return, the Holder Representative will have the right to control the conduct of which such Tax Contest (including by employing counsel of its choice at the Escrow Participants’ expense); provided, that if the disposition of such Tax Contest could reasonably be expected to affect the Tax Indemnified Party becomes aware for 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 Flow-Through Tax Returns, the Holder Representative will not settle such Tax 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 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 Indemnified Party is indemnified pursuant to this AgreementContest; provided, however, that any delay or failure to give such prompt written notice (1) Acquiror will not affect keep the indemnifying party’s indemnification obligations under this Agreement except to Holder Representative reasonably informed concerning the extent the indemnifying party’s defense progress of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiryContest, (ii2) Acquiror will provide the other with Holder Representative copies of all material written correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) relevant to such Tax Authority with respect to such investigation audit or inquiryadministrative or court proceeding, and (iii3) arrange for a representative of the other to be present at (but Acquiror will not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with settle such Tax Authority pertaining to such investigation audit or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim administrative or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any court proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the prior written consent of the indemnifying partyHolder Representative, which consent will not be unreasonably withheld, conditioned or delayed. The To the extent any provisions in this Section 7.5(e) are inconsistent with Section 9.4 with respect to any Tax Indemnified Party willContest, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refundthis Section 7.5(e) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining theretoshall control. (iv) Subject In the case of any Tax audit relating to satisfaction a taxable period of the conditions herein set forthCompany beginning after December 31, 2017, but ending on the Closing Date, the indemnifying party may direct Company or its “partnership representative” (as defined in the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party Code) shall elect under Section 6226 of the indemnity payment with respect Code and any Treasury Regulations thereunder (and take all other actions necessary under the Code and any Treasury Regulations to the Indemnified Liability less any amounts make such election effective) to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file have each member (who was a claim for refund. (emember during such taxable period) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, Company take into account its share of any audit adjustments and the indemnifying party fails not to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount apply Section 6225 of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimCode. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. After the Closing Date, Parent shall notify the Stockholders’ Agent within ten (a10) Each party that may be entitled days of the commencement of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to indemnification under this Agreement Taxes (a “Tax Indemnified PartyClaim”) will provide prompt written notice affecting the Taxes of or with respect to the other parties Company or any of any pending its Subsidiaries that, if determined adversely to the taxpayer or threatened Tax audit, assessment or proceeding or other Tax Contest after the lapse of which the Tax Indemnified Party becomes aware time would be grounds for which the Tax Indemnified Party is indemnified a claim for indemnity pursuant to this AgreementSection 8.2(a) hereof; provided, however, that any delay or a failure by Parent to give provide notice of a Tax Claim within such prompt written notice will ten (10) day period shall not affect entitle the indemnifying party’s indemnification obligations under this Agreement except Indemnifying Persons to reduce the amount of the liability required to be paid pursuant to the extent the indemnifying party’s defense of Tax Indemnity under Section 8.2(a) unless such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (failure results in a material detriment to the extent known) describing any asserted Tax liability Indemnifying Persons, in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify which case the other in writing if it obtains knowledge that any Tax Authority has begun amount the Indemnifying Persons are required to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other pay with respect to such matter)liability shall only be reduced by the amount of such detriment. Thereafter, Parent shall deliver to the Stockholders’ Agent, as promptly as possible but in no event later than ten (10) days after Parent’s receipt thereof, copies of all relevant notices and documents (including court papers) received by Parent. In the case of any Tax Claim relating to any Tax period ending on or before the Closing Date that, if determined adversely to the Company or any of its Subsidiaries would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof, the Stockholders’ Agent (at its sole cost and expense) shall have the right to control the conduct of such Tax Claim and shall have the right to settle such Tax Claim; provided, however, (i) that Parent may fully participate in the dispute of such Tax Claim, (ii) the Stockholders’ Agent shall not settle, compromise or dispose of any Tax Claim in a manner that could reasonably be expected to adversely affect the Company, any of its Subsidiaries, Parent or its affiliates after the Closing Date, (iii) the Stockholders’ Agent shall keep Parent timely informed with respect to the commencement, status and nature of any such Tax Claim and (iv) the Stockholders’ Agent shall not settle, compromise or dispose of any Tax Claim without the consent of the Parent, which consent shall not be unreasonably withheld. In the case of any Tax Claim relating to the Taxes of any Straddle Period, Parent and the Stockholders’ Agent may each participate, at their own expense, in the audit or proceeding, and the audit or proceeding shall be controlled by Parent or the Stockholders’ Agent, whichever would bear the burden of the greatest portion of the adjustment; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to party controlling the extent the indemnifying party’s defense of such Straddle Period Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 Claim (i) consult with shall not settle such audit or proceeding without the consent of the other from time to time as to the conduct of such investigation or inquiryparty, which consent shall not be unreasonably withheld and (ii) provide shall keep the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Partycommencement, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, status and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal nature of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the such Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimClaim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach PRIVCO will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach GroupPRIVCO) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled If any Taxing Authority issues written notice of a proposed assessment, audit, contest, Action or litigation with respect to indemnification under this Agreement 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 Indemnified PartyContest”) will ), then the party hereto first receiving notice of such Tax Contest shall promptly provide prompt 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 pending or threatened Tax audit, assessment or proceeding or other Tax Contest with respect to any Acquired Company which could result in an indemnity obligation of Seller under this Agreement and relates to a Pre-Closing Tax Period (a “Seller’s Tax Contest”), provided that (a) Seller shall keep the Buyer reasonably informed concerning the progress of such 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 such Tax Contest and shall otherwise keep Buyer apprised of substantive developments with respect to such Tax Contest, (c) the Seller shall provide Buyer 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, (d) Buyer shall be entitled to participate in such Tax Contest at Buyer’s expense, and (e) the Seller may not agree to a settlement or compromise thereof without the prior written consent of Buyer, which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementconsent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under nothing in this Agreement except shall require Seller to provide or otherwise make available to Buyer, the extent the indemnifying party’s defense Company or any of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies their Affiliates a copy of any notice and of Seller’s Consolidated Returns other documents received from any than a pro forma Tax Authority in respect of any such mattersReturn for the applicable Acquired Companies. (biii) Each In the case of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun Contest relating to investigate any Straddle Period or inquire into 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 Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense conduct of such Tax Contest is adversely prejudiced by at Seller’s expense (provided, that, in the case of a Straddle Period, such delay. Such notice will contain factual information expense shall be ratably allocated between Seller and Buyer); provided that (to v) Buyer shall keep the extent knownSeller reasonably informed concerning the progress of such Tax Claim, (w) describing any asserted Tax liability in reasonable detail and will be accompanied by Buyer shall provide the Seller copies of any notice all material correspondence, notices, and other documents written materials received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Taxing Authority with respect to such investigation or inquiryTax 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 (iiiz) arrange for the Buyer may not agree to a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation settlement or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability thereof without the prior written consent of the indemnifying party. The Tax Indemnified Party willSeller, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may which consent shall not be able to pay the full amount of the Indemnified Liabilityunreasonably withheld, if required, and the indemnifying party fails to furnish a guarantee conditioned or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimdelayed. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. Unless otherwise provided in this Section 7.2(f), Highlands shall control any audit, examination or proceeding (a“Tax Contest”) Each party relating in whole or in part to Taxes of Highlands, the Highlands Subsidiaries and the Highlands Assets. (i) With respect to any Tax Contest for which InvenTrust acknowledges in writing that may any member of the InvenTrust Group is liable under this Agreement for any and all Losses relating thereto, the InvenTrust Group shall be entitled to indemnification under this Agreement (a “control, in good faith, all proceedings taken in connection with such Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementContest; provided, however, that any delay or failure (x) InvenTrust shall promptly notify Highlands in writing of its intention to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of control such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(aContest, and (y) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from if any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun Contest could reasonably be expected to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided have an adverse effect on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Highlands Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to Contest shall not be the subject of a separate Tax Contest. If such severance is settled or resolved without Highlands’ consent, which consent shall not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liabilityunreasonably withheld or delayed. (ii) The indemnifying party will pay With respect to any Tax Contest the negative resolution of which could reasonably be expected to adversely affect InvenTrust’s ability to qualify as a REIT for any past or future taxable year (a “REIT-Related Contest”), InvenTrust shall have the right to participate in all expenses proceedings related to such REIT-Related Contest and shall receive timely notifications of all actions related to such REIT-Related Contest. Highlands shall not be entitled to settle, either administratively or after the Indemnified Liabilitycommencement of litigation, including fees any REIT-Related Contest in a manner that would adversely affect InvenTrust’s ability to qualify as a REIT for attorneys, accountants, expert witnesses any past or other consultants retained by it and, to future taxable year without InvenTrust’s prior written consent. To the extent that there is any such expenses have been conflict between the provisions of this Section 7.2(f) and the provisions of Article VIII or are paid by the Tax Indemnified PartySection 9.4, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iiiprovisions of this Section 7.2(f) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment shall control with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundContests. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will Purchaser shall provide prompt written notice to the other parties Seller of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party it becomes aware related to Taxes for any taxable period for which the Tax Indemnified Party it is indemnified pursuant to this Agreementby Seller hereunder; provided, however, that any no delay or failure to give in delivering any such prompt written notice will not affect the indemnifying partyshall in any manner limit Purchaser’s indemnification obligations under this Agreement except rights hereunder unless and only to the extent the indemnifying party’s defense of such Tax Contests Seller is adversely actually and materially prejudiced by such delaythereby. Written Such notice provided pursuant to this Section 3.6(a) will shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will shall be accompanied by copies of any notice and other documents it has received from any Tax Taxing Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify Seller or its designee shall have the other right to represent any Conveyed Company’s interests in writing if it obtains knowledge that any Contest relating to a Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other matter arising with respect to a Pre-Closing Period to the extent such matterContest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof, to employ counsel of its choice, at its expense, and to control the conduct of such Contest, 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 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 Closing Date or (ii) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date may only be made with the prior written consent of Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (c) Purchaser shall have the right to control the conduct of any Contest relating to a Tax matter of any Conveyed Company arising with respect to a taxable period ending after the 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 7.4(b); provided, however, that Seller shall have the right, at Seller’s own expense, to consult with Purchaser regarding any delay such Contest that may affect any Conveyed Company for any Pre-Closing Period or failure to give for any portion of a Straddle Period ending on the Closing Date and shall be provided a copy of any correspondence or written materials received from, or sent to, the applicable Taxing Authority in connection with such prompt written notice Contest that may affect any Conveyed Company for any Pre-Closing Period or for any portion of a Straddle Period ending on the Closing Date; and provided, further, that any settlement or other disposition of any such Contest that may materially affect any Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period ending on the Closing Date may only be made with the consent of Seller, which consent will not affect be unreasonably withheld, delayed or conditioned. For the indemnifying party’s indemnification obligations under this Agreement except 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 the indemnifying party’s defense of such Tax Contest is adversely prejudiced 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 such delay. Such notice will contain factual information (to the extent known) describing Parties that any asserted Tax liability disputes arising under this Section 7.4(c), including disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each this Article VII that require the agreement of the parties will 9 (i) consult Parties within the meaning of Section 7.9 and, therefore, shall be resolved in accordance with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief7.9. (d) Any proceeding that may result Seller and Purchaser agree, in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject each case at no cost to the participation and consultation of other Party, to cooperate with the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Partyother’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another Representatives in a prompt and timely manner in connection with any Tax Contest involving any matter that may result in an Indemnified LiabilityContest. Parent and Hxxxxxxx Beach agree that such Such cooperation will shall include making available to the other partyParty, during normal business hours, all books, records records, Tax Returns, documents, files, other information (including working papers and informationschedules), officers and or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to Contest requiring any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, recordsrecords and files. Notwithstanding the foregoing, informationwith 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, officers 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 employeesshall 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. Purchaser and the Seller agree to cooperate and to cause their Subsidiaries to cooperate with each other to the extent reasonably required after the Closing Date in connection with any Actions conducted by a Tax Authority relating to any Taxes with respect to or in relation to Genzyme Genetic Counseling, G-Path or any other Transferred Asset for a Pre-Closing Tax Period (a) Each party that may be entitled to indemnification under this Agreement (each a “Tax Indemnified PartyContest”). Promptly (but no more than 20 days) will provide prompt written after Purchaser or any of its Affiliates receives notice to the other parties of any pending or threatened Tax auditContest, assessment or proceeding or other Tax Contest of Purchaser shall notify the Seller in writing (which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by shall include copies of any notice notices, correspondence and any other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify by the other in writing if it obtains knowledge that any Tax Authority has begun to investigate Purchaser or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other its Affiliates with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent knownContest) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities Seller’s Tax liability or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating rights to the Indemnified Liability. refunds (iior the liability or rights of the Selling Persons) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid could be affected by the Tax Indemnified PartyContest or if the Seller could have an indemnification obligation under this Agreement, the indemnifying party will promptly reimburse Seller shall have the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification sole right to conduct, control, defend, settle or compromise the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control defense of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of at its own expense, whether the Tax AuthorityContest began before or after the Closing, including and Purchaser shall provide the pursuit Seller with all necessary powers of attorney and other necessary documents and assistance to allow the appeal of any adverse determinations Seller to effectively conduct and control such defense. Notwithstanding anything to the appropriate tribunal (unless advised contrary in writing by independent outside counsel in its reasonable judgment at this Agreement, the indemnifying partySeller shall have the exclusive right to control all matters relating to a Selling Person’s sole cost that the Tax Indemnified Party would Consolidated Return. The Seller shall not prevail upon be responsible for any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate Taxes to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as extent attributable to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise action taken by Purchaser or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount its Affiliates with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liabilitywithout the Seller’s written consent. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to This Section 11.7 shall govern the other partycontrol of Tax Contests, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this rather than Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees13.5.

Tax Contests. (ai) Each party In the event that may be entitled Buyer or the Company becomes aware, the Buyer shall notify the Seller Representative in writing within ten (10) days of receipt of the proposed assessment or the commencement of any audit or administrative or judicial proceeding or of any demand or claim on the Buyer, its Affiliates or the Company with respect to indemnification under this Agreement (a “Taxes and Tax Indemnified Party”) will provide prompt written notice Returns of the Company which, if determined adversely to the other parties Buyer, its Affiliates, the Company or any Indemnifying Parties or after the lapse of any pending or threatened Tax audittime, assessment or proceeding or other Tax Contest of which could be grounds for indemnification by the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written Indemnifying Parties under Section 6.9(a). Such notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will shall contain factual information (to the extent knownknown to the Buyer, its Affiliates or the Company) describing any the asserted Tax liability in reasonable detail and will be accompanied by shall include copies of any notice and or other documents document received from any Tax Authority taxing authority in respect of any such matters. (b) Each asserted Tax liability. If the Buyer fails to give the Seller Representative notice of Parent and Hxxxxxxx Beach will promptly notify an asserted Tax liability as required by this Section 6.9(e), then the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or Indemnifying Parties shall not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the other extent that the Seller Representative demonstrates that the defense of such Tax liability is actually and materially prejudiced thereby. (ii) In the case of a Tax audit or administrative or judicial proceeding that relates to a Pre-Closing Tax Period (excluding any Straddle Periods which shall be governed by Section 6.9(e)(iii)) and which could give rise to indemnification by the Sellers under Section 6.9(a) (a “Pre-Closing Tax Contest”), the Seller Representative shall have the right, at the Indemnifying Parties’ expense, to direct and control, through counsel of its own choosing the conduct of such Pre-Closing Tax Contest. The Seller Representative shall promptly notify the Buyer of the Indemnifying Parties’ intent to do so. Neither the Indemnifying Parties nor any of their respective Affiliates shall enter into any settlement of or otherwise compromise any Pre-Closing Tax Contest that adversely affects or may adversely affect the Tax liability of the Buyer, the Company or any of their Affiliates for any period ending after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. If the Seller Representative elects not to direct the Pre-Closing Tax Contest, the Buyer or the Company may assume control of such Pre-Closing Tax Contest. (iii) In the case of a Tax audit or administrative judicial proceeding that relates to a Straddle Period (a “Straddle Period Tax Contest”), the Company shall direct and control, through counsel of its own choosing, any Straddle Period Tax Contest involving any asserted Tax liability with respect to which indemnity may be sought from the Sellers pursuant to Section 6.9(a). The Company shall notify the Seller Representative of such matter)Straddle Period Tax Contest, and the Sellers shall cooperate in each phase of such Straddle Period Tax Contest, and the Company and the Seller Representative shall bear the cost of such Straddle Period Tax Contest pro rata based on the number of days in the Straddle Period. The Seller Representative may participate, at its own expense, in such Straddle Period Tax Contest. The Company may not settle or compromise any asserted liability to the extent such liability is attributable to a Pre-Closing Tax Period without prior written consent of the Seller Representative; provided, however, that any delay consent to settlement or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would compromise shall not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense unreasonably withheld or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining theretodelayed. (iv) Subject The Buyer and the Sellers agree to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if requiredcooperate reasonably, and the indemnifying party fails Buyer agrees to furnish a guarantee cause the Company to cooperate reasonably, in the defense against or performance bond satisfactory to the Tax Indemnified Party compromise of any claim in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the any Pre-Closing Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Straddle Period Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled to indemnification under this Agreement (The Buyer shall deliver a “Tax Indemnified Party”) will provide prompt written notice to the other parties Seller Representative in writing promptly following any demand, claim, or notice of any pending or threatened Tax commencement of a claim, proposed adjustment, assessment, audit, assessment or proceeding examination or other Tax Contest administrative or court Proceeding with respect to Taxes of which the Tax Indemnified Party becomes aware LPT for which the Sellers may be liable (“Tax Indemnified Party is indemnified pursuant Contest”) and shall describe in reasonable detail (to this Agreement; the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the 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 so notify the Seller Representative shall not relieve the Sellers of any delay obligation or failure liability that the Sellers may have to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement Buyer, except to the extent that the indemnifying party’s defense of such Tax Contests is Seller Representative demonstrates that the Sellers are materially and adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersthereby. (bii) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with With respect to such matterTax Contests for Taxes of LPT for a Pre-Closing Tax Period (other than a Straddle Period); provided, however, that any delay or failure the Seller Representative may elect to give such prompt written notice will not affect assume and control the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such written notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof Buyer within thirty (30) days following receipt after delivery by the Buyer to the Seller Representative of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that Claim Notice. If the indemnifying party 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 not be able to (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (B) either pay the full amount of the Indemnified LiabilityTax claimed or xxx for refund where applicable law permits such refund suit or (C) contest, if required, and the indemnifying party fails to furnish a guarantee settle or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of compromise the Tax Contest in accordance any permissible manner, provided, however, that the Seller Representative shall not settle or compromise (or take other actions described herein with this Section 3.6(e). 10 (irespect to) The any Tax Indemnified Party will diligently defend against Contest without the claim prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax Authority, including the pursuit liability of the appeal Buyer or any of its Affiliates (including LPT) for any Tax period ending after the Closing Date. If the Seller Representative elects to assume the defense of any adverse determinations Tax Contest, the Seller Representative shall (x) keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the appropriate tribunal Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller Representative sends such correspondence to any Taxing Authority), (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appealy) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party 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 the Buyer shall have the right to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at participate in (but not to participate incontrol) all meetings the defense of such Tax Contest (including participating in any discussions with the relevant applicable Governmental Authorities regarding such Tax Authority and all hearings before any courtContests). (iii) The In connection with any Tax Indemnified Party will Contest that relates to Taxes of LPT for a Pre-Closing Tax Period that (i) the Seller Representative does not settletimely elect to control pursuant to Section 5.3(f)(ii) or (ii) the Seller Representative fails to diligently defend, compromise or concede any claim that would result 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 an Indemnified Liability unless this Section 5.3(f)(iii)) and the Seller Representative agrees to cooperate with the Buyer in pursuing such Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstanceContest. (fiv) Unless otherwise agreed in writingIn connection with any Tax Contest for Taxes of LPT for any Straddle Period, the indemnifying party will pay to the such Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly Contest shall be controlled by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidBuyer; provided, howeverthat the Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller Representative, that this provision for interest will such consent not to be construed unreasonable withheld, conditioned or delayed. The Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to give such Tax Contest (including promptly forwarding copies to the indemnifying party 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) 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 own costs and expenses, the Seller Representative shall have the right to defer payment beyond participate in (but not control) the due date hereunder. (g) Should the defense of such Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund Contest (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner participating in any discussions with the applicable Governmental Authorities regarding such Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesContests).

Tax Contests. (a) Each Buyers or Seller, as the case may be, shall notify the other party that within twenty (20) days after receipt by such party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax 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 entitled responsible under Section 5.1, Section 5.2 or Section 5.7 (“Tax Matters”). (b) Seller shall have the sole right to indemnification control, contest, resolve and defend against any Tax Matters relating to: (i) any Tax Return of any of the Transferred Entities for a Pre-Closing Tax Period (other than any Straddle Period) to the extent that Seller is reasonably likely to be obligated to indemnify Buyers for a significant portion of any resulting Taxes or other related Losses under this Agreement Section 5.1 (a “Transferred Entity Tax Indemnified PartyMatter”); and (ii) will provide prompt written notice to the other parties of any pending Consolidated or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementCombined 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 delay 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 failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations compromise a Transferred Entity Tax Matter (or portion thereof) controlled by Seller under this Agreement except Section 5.5 to the extent such concession, settlement or compromise could reasonably be expected to give rise to a Tax or related Loss that Seller is not obligated to indemnify under Section 5.1 without the indemnifying party’s defense consent of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will Buyers, which consent shall not be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersunreasonably withheld, delayed, or conditioned. (bc) Each Buyers shall have the sole right to control all Tax Matters of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun Transferred Entities not controlled by Seller pursuant to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matterSection 5.5(b); provided, however, that that: (i) Seller, at its sole cost and expense, shall have the right to participate in any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except Tax Matter to the extent the indemnifying party’s defense of such it relates to a Pre-Closing Tax Contest is adversely prejudiced 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 such delay. Such notice will contain factual information (Buyers under this Section 5.5 to the extent known) describing any asserted Tax liability in reasonable detail and will such concession, settlement or compromise could reasonably be accompanied expected to give rise to an indemnification obligation by copies Seller under Section 5.1 without the consent of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquirySeller, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would which consent shall not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liabilityunreasonably withheld, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereofdelayed, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimconditioned. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each Purchaser and the Company, on the one hand, and the Sellers, on the other hand, shall promptly notify each other upon receipt by such party that may be entitled of written notice of any inquiries, claims, assessments, audits or similar events with respect to indemnification under this Agreement Taxes of either Company relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Indemnified PartyMatter”) will provide prompt written notice ). Any failure to so notify the other party of any Tax Matter shall not relieve such other party of any liability with respect to such Tax Matters except to the other parties extent such party was actually prejudiced as a result thereof. (b) Purchaser shall have sole control of the conduct of all Tax Matters, including any pending settlement or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementcompromise thereof; provided, however, that the Sellers shall be liable for and shall indemnify Purchaser for any delay or failure Indemnity Loss related to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter)Matters for Holdings; provided, howeverfurther, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 Purchaser shall (i) consult with keep the other from time to time as to Sellers’ Representative reasonably informed of the conduct progress of such investigation or inquiryany Tax Matter, (ii) provide consider in good faith any comment or position that the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) Sellers’ Representative submits to such Tax Authority with respect to such investigation or inquiryPurchaser, and (iii) arrange for a representative of shall not affect any such settlement or compromise with respect to which the other to Sellers, as the case may be, are liable without obtaining the Sellers’ Representative’s prior written consent thereto, which shall not be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation unreasonably withheld or inquirydelayed. (c) Promptly upon receipt Neither Purchaser nor the Company shall amend the Tax Returns of notice as provided the Company or LLC, or file additional Tax Returns on the behalf of the Company or LLC, in Section 3.6(a), the indemnifying party will confirm in writing respect of Taxes paid prior to the Closing or in respect of any Pre-Closing Tax Indemnified Party that Period to the liability asserted extent such amendment would result in Liability of any Seller without the notice prior written consent of deficiencysuch Seller, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would which consent shall not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such beliefunreasonably withheld. (d) Any proceeding that may result Except as otherwise provided in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon 8.04, Purchaser shall have the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant sole right to Section 3.6(c) hereofcontrol any audit or examination by any Taxing Authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the indemnifying party will assume and direct the defense income, assets or settlement operations of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities Company or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms LLC and for such amount as the indemnifying party may direct. The all Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundperiods. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. IDB Buyer, at its own expense, shall have the right to control and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (a) Each party that may be entitled to indemnification under this Agreement (each such audit or proceeding, a “Tax Indemnified PartyContest”) will provide prompt relating to any Pre-Closing Tax Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to the other parties Seller of any pending or threatened Tax audit, assessment or proceeding or other its intent to control such Tax Contest within 15 days of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written receiving notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates (including the Seller Retained Subsidiaries). With respect to any Tax Contest controlled by such delay. Written notice provided IDB Buyer pursuant to this Section 3.6(a5.7(d) will contain factual information (that could reasonably be expected to affect the extent known) describing any asserted Tax liability or attributes of Seller or its Affiliates in reasonable detail and will a Post-Closing Tax Period, IDB Buyer shall not, without the prior written consent of Seller (which consent shall not be accompanied by copies of unreasonably withheld, conditioned or delayed), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced and employ counsel separate from the counsel employed by such delayIDB Buyer. Such notice will contain factual information (With respect to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)GFI, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such expenses have been or are paid Tax Contest and employ counsel separate from the counsel employed by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. Seller and (iiib) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the prior written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost IDB Buyer (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may which consent shall not be able to pay the full amount of the Indemnified Liabilityunreasonably withheld, if required, and the indemnifying party fails to furnish a guarantee conditioned or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the delayed) Seller shall not compromise or settle such Tax Contest in accordance with this Section 3.6(e). 10 if (i) The Tax Indemnified Party will diligently defend against the claim such compromise or settlement would result in indemnification of the Tax Authority, including the pursuit of the appeal of any adverse determinations Seller Indemnified Parties pursuant to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appealSection 5.7(h) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party IDB Buyer has made the determination, and has been so advised acknowledged in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay any Taxes payable to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority Seller or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful its Affiliates in connection with any such judicial or administrative Tax Contest. The party requesting or Contest will result in indemnification of the Seller Indemnified Parties to the extent such Taxes otherwise entitled would give rise to any books, records, information, officers or employees an indemnification payment pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees5.7(h).

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will of Seller and Buyer shall provide prompt written notice to the other parties of any pending claim or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware potential claim for Taxes for which the Tax Indemnified Party is indemnified it may seek indemnification pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written Section 8.06. Such notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will shall contain factual information (to the extent known) describing any the asserted Tax liability claim in reasonable detail and will shall be accompanied by copies of any notice and other documents received from any Tax the Taxing Authority in respect of such Taxes. The party seeking indemnification shall provide such notice within 15 Business Days of the earlier to occur of (i) its receipt of a written communication from the Taxing Authority and (ii) personal contact between an agent of the Taxing Authority and an employee of such party who is responsible for Taxes, in each case with respect to such Taxes. If the party seeking indemnification fails to give the other party notice within such period, then (x) if the indemnifying party is precluded from contesting the asserted Tax Liability in any forum as a result of such mattersfailure, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax Liability, and (y) if the indemnifying party is not precluded from contesting such asserted Tax Liability in any forum, but such failure results in a monetary detriment to the indemnifying party, then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to Section 8.06 hereof shall be reduced by the amount of such detriment. (b) Each of Parent and Hxxxxxxx Beach will promptly notify Seller or its designee shall have the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiryright, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt upon written notice will not affect to Buyer within 30 days after delivery by Buyer to Seller of the indemnifying party’s indemnification obligations under this Agreement except notice described in Section 8.05(a), to control the conduct, including settlement or other disposition thereof, of any Contest relating to a Tax matter to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 8.01 hereof and to employ counsel of its choice at its expense in such Contest. Buyer shall have the indemnifying partyright, at Buyer’s defense own expense, to consult with Seller regarding any Contest that might affect a taxable period that begins after the Closing Date (or, in the case of a Straddle Period, the portion of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to Straddle Period that begins after the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryClosing Date). (c) Promptly upon receipt Buyer shall have the right to control the conduct of notice as provided any Contest not described in Section 3.6(a8.05(b), . Seller shall have the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party willright, at the indemnifying partySeller’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s own expense, to pay an asserted deficiency for consult with Buyer regarding any Contest that might affect a taxable period that ends on or before the Indemnified Liability out Closing Date (or, in the case of funds provided by a Straddle Period, the indemnifying party, and to file a claim for refund. (e) Should portion of such Straddle Period that ends on the indemnifying party not provide the Tax Indemnified Party Closing Date). Buyer may settle or otherwise dispose of any such Contest only with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt consent of notice provided in Section 3.6(a) hereofSeller, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may which consent shall not be able to pay the full amount of the Indemnified Liabilityunreasonably withheld, if required, and the indemnifying party fails to furnish a guarantee delayed or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimconditioned. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written Apollo shall promptly notify RCAP in writing upon receipt by any of the Subject Companies, or by Apollo or any of its Affiliates, of notice to the other parties of any pending Tax audits, examinations or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware assessments that could give rise to a liability for which the Tax Indemnified Party is indemnified pursuant to Sellers are responsible under Section 8.1 of this Agreement; provided, however, provided that any delay or Apollo’s failure so to give such prompt written notice will notify RCAP shall not affect the indemnifying partylimit Apollo’s indemnification obligations rights under this Agreement Article VIII except to the extent the indemnifying party’s defense of such Tax Contests is adversely Sellers are materially prejudiced by such delayfailure. Written RCAP shall promptly notify Apollo in writing upon receipt by RCAP or any of its Affiliates of notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any Tax Authority in respect of the Subject Companies. Except as otherwise provided herein, (a) RCAP shall control any such matters. audit, examination or proceeding that relates exclusively to a Pre-Closing Tax Period and (b) Each Apollo shall control (i) any Tax audit, examination or proceeding that is not described in clause (a) and (ii) any Tax audit, examination or proceeding described in clause (a) if ARC fails to assume control of Parent and Hxxxxxxx Beach will promptly such audit, examination or proceeding within a reasonable period after receiving notice thereof. In either case, the party controlling such Tax audit, examination or proceeding shall (w) notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other of significant developments with respect to such matter); providedTax audit, however, that any delay examination or failure to give such prompt written notice will not affect proceeding and keep the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail other party reasonably informed and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time party as to the conduct resolution of any issue that would materially affect such investigation or inquiryother party, (iix) provide give to the other with copies of all correspondence provided on its behalf (or on behalf party a copy of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority adjustment proposed in writing with respect to such investigation Tax audit, examination or inquiry, proceeding and (iii) arrange for a representative copies of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or any other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant taxing authority relating to such Tax Authority and all hearings before audit, examination or proceeding, (y) not settle or compromise any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless issue without the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date consent of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hourswhich consent shall not be unreasonably withheld, conditioned or delayed and (z) otherwise permit the other party to participate in all booksaspects of such Tax audit, records and informationexamination or proceeding, officers and employees (without substantial interruption of employment) necessary or useful in connection with any at such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesother party’s own expense.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement If a claim for Taxes (including notice of a pending audit) is made by any Taxing Authority in writing (a “Tax Claim”), which, if successful, might result in an indemnity payment pursuant to Section 8.3, the party seeking indemnification (the “Tax Indemnified Party”) will provide prompt written shall notify the other party (the “Tax Indemnifying Party”) in writing of the Tax Claim within thirty (30) Business Days of the receipt of such Tax Claim; provided that, if notice of a Tax Claim is not given to the other parties Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of any pending or threatened the nature of the Tax auditClaim (to the extent reasonably available to the Tax Indemnified Party), assessment or proceeding or other the Tax Contest of which Indemnifying Party shall not be liable to the Tax Indemnified Party becomes aware for which to the extent that the Tax Indemnified Indemnifying Party is indemnified pursuant materially prejudiced as a result thereof. (b) Subject to this AgreementSections 8.8(c) and 8.8(d), the Tax Indemnifying Party shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, subject to the condition in the following sentence, 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 either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Tax Indemnifying Party must first consult, in good faith with the Tax Indemnified Party before taking any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other action with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiryTax Claim. Notwithstanding the foregoing, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member Tax Indemnifying Party shall not settle such Tax Claim without the prior written consent of the Parent Group Tax Indemnified Party (not to be unreasonably withheld), and the Tax Indemnifying Party, and counsel of its own choosing, shall (subject to Section 8.8(e)) have the right to participate fully in all aspects of the prosecution or the Hxxxxxxx Beach Group) to defense of such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryClaim. (c) Promptly upon receipt With respect to any Tax Claim for a Straddle Period, Buyer and Seller shall jointly control and participate in all proceedings taken in connection with any Tax Claim, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of notice as provided in Section 3.6(athe other (not to be unreasonably withheld), the indemnifying party will confirm in writing . (d) If a Tax Claim involves issues (A) relating to a potential adjustment for which the Tax Indemnified Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the liability asserted in the notice Taxes of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liabilityto the extent permitted by applicable Law, unless (x) the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing Tax Indemnifying Party shall have the right at its expense to control the Tax Claim solely with respect to the former issues and subject to the rights of the Tax Indemnified Party the grounds for such belief. contained in Section 8.8(b) and (dy) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and shall have the indemnifying party will use their respective commercially reasonable efforts right at its expense to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by control the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment Claim but only with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundlatter issues. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt Notwithstanding any other provision of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory this Agreement to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authoritycontrary, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The neither Buyer nor any of its Affiliates shall be entitled to participate in any Tax Indemnified Party will diligently defend against the claim Claim relating to any consolidated, combined, affiliated, unitary or similar Tax Return which includes Seller or any of the Tax Authorityits Affiliates, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct neither Seller nor any of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to its Affiliates shall be present at (but not entitled to participate in) all meetings with the relevant in any Tax Authority and all hearings before Claim relating to any court. (iii) The consolidated, combined, affiliated, unitary or similar Tax Indemnified Party will not settle, compromise Return which includes Buyer or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstanceof its Affiliates. (f) Unless otherwise agreed in writing, the indemnifying The party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to controlling any Tax Authority on the Claim shall defend such Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included Claim diligently in such refund or credited amount) to the indemnifying partygood faith and in accordance with applicable Law. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that If any claim or demand for Non-Income Taxes or Production Taxes in respect of which Seller may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified responsible pursuant to this Agreement; Section 12.01(a) is asserted in writing against Buyer or any of Buyer’s Affiliates, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, and shall give Seller such information with respect thereto as Seller may reasonably request, 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 delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification time, any payment obligations under this Agreement except Section 12.01(a) by paying to Buyer the extent amount payable pursuant to Section 12.01(a), calculated on the indemnifying party’s defense date of such Tax Contests is adversely prejudiced by such delaypayment. Written Seller may, at its own expense, participate in, and upon notice provided pursuant to this Section 3.6(a) will contain factual information (to Buyer, assume the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect defense of any such matters. claim, suit, action, litigation, or proceeding (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that including any Tax Authority has begun to investigate or inquire into audit). If Seller assumes such defense, Seller shall have the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time sole discretion as to the conduct of such investigation or inquiry, (ii) provide defense and Buyer shall have the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at right (but not the duty) to participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiencydefense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. No claim or adjustment or other written communication wouldmay be settled, if imposed upon or incurred by the Tax Indemnified Partyhowever, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party willBuyer, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by not to be unreasonably withheld, conditioned, or delayed, if such claim would adversely affect the Tax Indemnified Party)liability of Buyer after the Closing Date in any material way. Whether or not Seller chooses to defend or prosecute any claim, take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party Buyer and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments Seller shall cooperate in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. defense or prosecution thereof. Seller shall not be responsible under Section 12.01(a) for (iva) Subject to satisfaction of the conditions herein set forthany Non-Income Taxes or Production Taxes, the indemnifying party may direct payment of which was made by Buyer after the Tax Indemnified Party to settle Closing without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, or (b) any settlements (i) effected by Buyer after the Indemnified Liability on such terms and for such amount as Closing without the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receiptprior written consent of Seller, prior to the settlementwhich consent shall not be unreasonably withheld, conditioned or delayed, or (ii) resulting from the indemnifying party of the indemnity payment any claim, suit, action, litigation or proceeding with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party which Seller was not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees notified pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees12.01(d).

Tax Contests. (ai) Each party that may If a claim relating to Taxes shall be entitled made by any Governmental Authority that, if successful, would result in any Seller being required to indemnification under indemnify a Buyer Indemnified Party (for purposes of this Agreement (a Article 8, an “Tax Indemnified PartyTaxpayer”) will provide prompt written notice pursuant and subject to Sections 7.3, 8.2 and 9.1, the other parties Indemnified Taxpayer shall promptly notify the Sellers in writing of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementsuch fact; provided, however, that any delay or failure to give such prompt written notice will not affect waive any rights of the indemnifying party’s indemnification obligations under this Agreement Indemnified Taxpayer except to the extent the indemnifying party’s defense rights of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liabilityare actually materially prejudiced. (ii) The indemnifying party will pay all expenses related Sellers shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified LiabilityTaxpayer 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, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, (B) the Sellers provide the Indemnified Taxpayer with evidence reasonably acceptable to the extent Indemnified Taxpayer that any such expenses the Sellers will have been or are paid the financial resources to defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Tax Indemnified PartyTaxpayer, the indemnifying party will promptly reimburse Sellers provide to the Tax Indemnified Party thereforTaxpayer 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) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereofparagraph (ii) above, Parent and Hxxxxxxx Beach will reasonably cooperate with one another the Sellers shall be entitled to prosecute such contest to a determination in a timely manner 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 of the conditions in Section 8.3(a)(ii) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any Tax Contest involving manner it may deem appropriate and (B) the Sellers will remain responsible for any matter that Damages the Indemnified Taxpayer may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available suffer to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful fullest extent provided in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h8.1. (vi) will bear all reasonable out-of-pocket costs In the event of a conflict between any provision of this Article 8 and expenses (except reimbursement the provisions of salariesArticle 9, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesArticle 8 shall prevail.

Tax Contests. (ai) Each Parent, Acquirer, the 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 that may of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes of the Company and its Subsidiaries for which the other party would reasonably be entitled expected to indemnification be responsible under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Indemnified PartyMatter”) will provide prompt written notice ). Any failure to so notify the other parties party of any pending or threatened Tax audit, assessment or proceeding or Matter shall not relieve such other party of any liability with respect to such Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement Matters except to the extent the indemnifying party’s defense of such Tax Contests is adversely party was actually and materially prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is as a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liabilitythereof. (ii) The indemnifying Parent (and its Affiliates) shall have the right to control the conduct of any Tax Matters; provided, that, if a Tax Matter relates to Taxes for which a Seller is responsible pursuant to this Agreement (i) Parent shall use commercially reasonable efforts to defend such Tax Matter diligently and in good faith as if it were the only party will pay in interest in connection with such Tax Matter, (ii) the Sellers shall have the right to fully participate (at their sole cost and expense) in the conduct of such Tax Matter at all expenses related to the Indemnified Liabilityadministrative, including fees for attorneys, accountants, expert witnesses or appellate and other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor.dispute resolution stages, (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, Parent shall keep the Sellers reasonably informed and consult in good faith with the Sellers with respect to any material issue relating to such Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadingsMatter, briefs, orders, and other written papers pertaining thereto. (iv) Subject Parent shall provide or forward all written communications from the relevant Tax Authority to satisfaction of the conditions herein set forth, Sellers and offer the indemnifying party may direct the Sellers an opportunity to comment on any written materials in connection with such Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, Matter prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, such materials being furnished or submitted and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon shall consider any such appealcomments in good faith, (v) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to Parent shall offer the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not Sellers an opportunity to participate in) all in any phone conversations or meetings with the relevant Tax Authority and all hearings before any court. (iiiv) The Parent shall not settle such Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless Matter without the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment consent of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunderSellers, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will consent shall not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderunreasonably withheld, conditioned or delayed. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. IDB Buyer, at its own expense, shall have the right to control and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (aeach such audit or proceeding, a "Tax Contest") Each party relating to any Pre-Closing Tax Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”i) will provide prompt IDB Buyer provides written notice to the other parties Seller of any pending or threatened Tax audit, assessment or proceeding or other its intent to control such Tax Contest within 15 days of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written receiving notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates (including the Seller Retained Subsidiaries). With respect to any Tax Contest controlled by such delay. Written notice provided IDB Buyer pursuant to this Section 3.6(a5.7(d) will contain factual information (that could reasonably be expected to affect the extent known) describing any asserted Tax liability or attributes of Seller or its Affiliates in reasonable detail and will a Post-Closing Tax Period, IDB Buyer shall not, without the prior written consent of Seller (which consent shall not be accompanied by copies of unreasonably withheld, conditioned or delayed), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced and employ counsel separate from the counsel employed by such delayIDB Buyer. Such notice will contain factual information (With respect to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)GFI, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such expenses have been or are paid Tax Contest and employ counsel separate from the counsel employed by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. Seller and (iiib) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the prior written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost IDB Buyer (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may which consent shall not be able to pay the full amount of the Indemnified Liabilityunreasonably withheld, if required, and the indemnifying party fails to furnish a guarantee conditioned or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the delayed) Seller shall not compromise or settle such Tax Contest in accordance with this Section 3.6(e). 10 if (i) The Tax Indemnified Party will diligently defend against the claim such compromise or settlement would result in indemnification of the Tax Authority, including the pursuit of the appeal of any adverse determinations Seller Indemnified Parties pursuant to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appealSection 5.7(h) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party IDB Buyer has made the determination, and has been so advised acknowledged in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay any Taxes payable to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority Seller or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful its Affiliates in connection with any such judicial or administrative Tax Contest. The party requesting or Contest will result in indemnification of the Seller Indemnified Parties to the extent such Taxes otherwise entitled would give rise to any books, records, information, officers or employees an indemnification payment pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees5.7(h).

Tax Contests. (a) Each party that may be entitled If any taxing authority proposes any adjustment or questions the treatment of any item, which adjustment or question could, if pursued successfully, result in or give rise to solely a claim for indemnification against the Seller by any Buyer Indemnified Party under this Agreement Section 5.2 hereof (a “"Seller Tax Claim"), solely a claim for indemnification against Niagara or the Buyer by any Seller Indemnified Party”Party under Section 5.3 hereof (a "Buyer Tax Claim"), or both a Seller Tax Claim and a Buyer Tax Claim (a "Joint Tax Claim"), then the Party first receiving notice of such adjustment or question (a "Tax Dispute") will provide prompt written notice to shall promptly notify the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense Parties in writing of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersDispute. (b) Each In the case of Parent a Buyer Tax Claim, the Buyer shall have the right, at its sole cost and Hxxxxxxx Beach will promptly notify expense, to control the defense, prosecution, settlement or compromise of the Tax Dispute underlying such Buyer Tax Claim. (c) In the case of a Seller Tax Claim, the Seller shall have the right, at its sole cost and expense, to control the defense, prosecution, settlement or compromise of the Tax Dispute underlying such Seller Tax Claim. (d) In the case of a Joint Tax Claim, the Buyer Indemnified Party and the Seller Indemnified Party shall first attempt to separate such Joint Tax Claim into two, one involving the Buyer Tax Claim portion thereof (which shall be subject to the provisions of Section 5.7(b) hereof) and the other involving the Seller Tax Claim portion thereof (which shall be subject to the provisions of Section 5.7(c) hereof). If the Buyer Indemnified Party and the Seller Indemnified Party are not successful in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into accomplishing such separation, the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiryBuyer Indemnified Party and the Seller Indemnified Party shall, and whether shall cause their respective affiliates to, consult and cooperate with each other in controlling such audit, examination, investigation, or administrative, court, or other proceeding, shall not compromise or settle such Joint Tax Claim without the party obtaining other's prior written consent (which consent shall not be unreasonably withheld or delayed), and shall share the costs and expenses associated with such knowledge has Joint Tax Claim on such equitable basis as the Parties shall mutually agree. If the Buyer Indemnified Party and the Seller Indemnified Party cannot agree with respect to any obligation matter involving any such Joint Tax Claim, the Buyer Indemnified Party and the Seller Indemnified Party shall jointly engage independent tax counsel that is mutually acceptable to indemnify the other Buyer Indemnified Party and the Seller Indemnified Party to make its decision with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect which decision shall be final and binding on the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)Parties, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Buyer Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Seller Indemnified Party, . The Buyer and the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not Seller shall each bear and pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party one-half of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, fees and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on costs charged by such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundcounsel. (e) Should The Party that controls a Tax Dispute under the indemnifying party not provide provisions of this Section 5.7 shall keep the other Parties informed of all significant events and developments relating to such Tax Indemnified Party with Dispute and the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereofother Parties, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not their authorized representatives, shall be able entitled, at their own expense, to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at attend (but not to participate incontrol) all conferences, meetings and proceedings with the relevant taxing authority relating to such Tax Authority and all hearings before any courtDispute. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled If, following the Closing Date, the Buyer or any of its affiliates receives from any tax authority written notice of any claim, audit, or proceeding with respect to indemnification under this Agreement taxes (a “Tax Indemnified PartyContest”) will with respect to which the Sellers may reasonably have any liability for pre-Closing taxes (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, the Buyer shall promptly provide prompt written a copy of such notice to the other parties of any pending or threatened Tax auditSellers. The Sellers shall have the right, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant at their expense, to this Agreement; providedcontrol, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct manage and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, any Tax Contest to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Contest relates to a Pre-Closing Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying partyPeriod. The Tax Indemnified Party willBuyer may, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying partyBuyer’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the participate in such Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, Contest and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will Sellers shall not settle, compromise or concede any claim that would result in an Indemnified Liability unless otherwise resolve such Tax Contest without the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment consent of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunderBuyer, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest consent will not be construed to give unreasonably withheld, conditioned or delayed. The Sellers shall keep the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member Buyer informed of the Parent Group or Hxxxxxxx Beach Groupprogress of all such Tax Contests and shall provide the Buyer with copies of all written communications with any taxing authority related to such Tax Contests. the Buyer shall, as applicableat its expense, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalfcontrol, or paid by the indemnifying party to the Tax Indemnified Party manage and be responsible for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving that is not controlled by the Sellers. To the extent any matter that may such Tax Contest controlled by the Buyer could result in an Indemnified Liability. Parent a liability of the Sellers for pre-Closing taxes (including pursuant to any indemnification 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, (i) the Sellers may, at the Sellers’ expense, participate in such Tax Contest, (ii) the Buyer shall keep the Sellers informed of the progress of such Tax Contest and Hxxxxxxx Beach agree that such cooperation will include making available to shall provide the other party, during normal business hours, Sellers with copies of all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection written communications with any taxing authority related to such judicial or administrative Tax Contest. The party requesting Contest and (iii) the Buyer shall not settle, compromise or otherwise entitled to any booksresolve such Tax Contest without the consent of the Sellers, recordswhich consent will not be unreasonably withheld, information, officers conditioned or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesdelayed.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written Apollo shall promptly notify RCAP in writing upon receipt by any of the Subject Companies, or by Apollo or any of its Affiliates, of notice to the other parties of any pending Tax audits, examinations or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware assessments that could give rise to a liability for which the Tax Indemnified Party is indemnified pursuant to Sellers are responsible under Section 8.1 of this Agreement; provided, however, provided that any delay or Apollo’s failure so to give such prompt written notice will notify RCAP shall not affect the indemnifying partylimit Apollo’s indemnification obligations rights under this Agreement Article VIII except to the extent the indemnifying party’s defense of such Tax Contests is adversely Sellers are materially prejudiced by such delayfailure. Written RCAP shall promptly notify Apollo in writing upon receipt by RCAP or any of its Affiliates of notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any Tax Authority in respect of the Subject Companies. Except as otherwise provided herein, (a) RCAP shall control any such matters. audit, examination or proceeding that relates exclusively to a Pre-Closing Tax Period and (b) Each Apollo shall control (i) any Tax audit, examination or proceeding that is not described in clause (a) and (ii) any Tax audit, examination or proceeding described in clause (a) if RCAP fails to assume control of Parent and Hxxxxxxx Beach will promptly such audit, examination or proceeding within a reasonable period after receiving notice thereof. In either case, the party controlling such Tax audit, examination or proceeding shall (w) notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other of significant developments with respect to such matter); providedTax audit, however, that any delay examination or failure to give such prompt written notice will not affect proceeding and keep the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail other party reasonably informed and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time party as to the conduct resolution of any issue that would materially affect such investigation or inquiryother party, (iix) provide give to the other with copies of all correspondence provided on its behalf (or on behalf party a copy of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority adjustment proposed in writing with respect to such investigation Tax audit, examination or inquiry, proceeding and (iii) arrange for a representative copies of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or any other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant taxing authority relating to such Tax Authority and all hearings before audit, examination or proceeding, (y) not settle or compromise any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless issue without the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date consent of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hourswhich consent shall not be unreasonably withheld, conditioned or delayed and (z) otherwise permit the other party to participate in all booksaspects of such Tax audit, records and informationexamination or proceeding, officers and employees (without substantial interruption of employment) necessary or useful in connection with any at such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesother party’s own expense.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (Motif shall deliver a “Tax Indemnified Party”) will provide prompt written notice to the other parties Nuprim Shareholders’ Representative in writing promptly following any demand, Claim, or notice of any pending or threatened Tax commencement of a Claim, proposed adjustment, assessment, audit, assessment or proceeding examination or other Tax Contest administrative or court Proceeding with respect to Taxes of which the Tax Indemnified Party becomes aware Nuprim for which Nuprim Shareholders may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by Motif) the facts constituting the basis for such Tax Indemnified Party is indemnified pursuant to this Agreement; Contest, the 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 so notify Nuprim Shareholders’ Representative shall not relieve Nuprim Shareholders of any delay obligation or failure liability that Nuprim Shareholders may have to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement Motif, except to the extent the indemnifying party’s defense of such Tax Contests is that Nuprim Shareholders’ Representative demonstrates that Nuprim Shareholders are materially and adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersthereby. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with With respect to such matter); providedTax Contests for Taxes of Nuprim for a Pre-Closing Tax Period, however, that any delay or failure Nuprim Shareholders’ Representative may elect to give such prompt written notice will not affect assume and control the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such written notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof Motif within thirty (30) days following receipt after delivery by Motif to Nuprim Shareholders’ Representative of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that Claim Notice. If Nuprim Shareholders’ Representative elects to assume and control the indemnifying party 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 not be able to (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the full amount of the Indemnified LiabilityTax claimed or xxx for refund where applicable Law permits such refund suit or (C) contest, if required, and the indemnifying party fails to furnish a guarantee settle or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of compromise the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authorityany permissible manner, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; 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) 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 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 shall be controlled by Motif (and Nuprim Shareholders shall reimburse Motif for all reasonable costs and expenses incurred by Motif relating to a Tax Contest described in this provision for interest will not be construed Section 8.13(c)) and Nuprim Shareholders’ Representative agrees to give 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 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 indemnifying party 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 defer payment beyond participate in (but not control) the due date hereunderdefense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (gd) Should In connection with any Tax Contest for Taxes of Nuprim for any Straddle Period, such Tax Contest shall be controlled by Motif; provided, that Motif shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of Nuprim Shareholders’ Representative, with such consent not to be unreasonably withheld, conditioned or delayed. Motif shall: (x) keep Nuprim Shareholders’ Representative informed of all material developments and events relating to such Tax Indemnified Party or Contest (including promptly forwarding copies to Nuprim Shareholders’ Representative of any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party 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 Tax Authority on Taxing Authority); (y) consult with Nuprim Shareholders’ Representative in connection with the Tax Indemnified Party’s behalf, defense or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should prosecution of any such amounts that would otherwise be refundable Tax Contest; and (z) provide such cooperation and information as Nuprim Shareholders’ Representative shall reasonably request, and, at his own cost and expense acting on behalf of Nuprim Shareholders, Nuprim Shareholders’ Representative shall have the right to participate in (but not control) the defense of such Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund Contest (including participating in any statutory interest that is included in discussions with the applicable Tax Authorities regarding such refund or credited amount) to the indemnifying partyTax Contests). (he) Subject Notwithstanding anything to the provisions of Section 3.3 hereofcontrary contained in this Agreement, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any the procedures for all Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to Contests shall be governed exclusively by this Section 3.6(h) will bear all reasonable out-of-pocket costs 8.13 (and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesnot Section 9.7).

Tax Contests. (ai) Each party that may be entitled to indemnification under this Agreement (The Buyer and the Sellers’ Representative shall deliver a “Tax Indemnified Party”) will provide prompt written notice to the each other parties promptly following any demand, 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 pending of the Company or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware 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 Indemnified Party is indemnified pursuant Contest”) and shall describe in reasonable detail (to this Agreement; the extent known by the recipient) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that any the failure or delay or failure to give provide such prompt written notice will notification shall not affect relieve the indemnifying party’s indemnification obligations under this Agreement party with the obligation to indemnify, except to the extent that the indemnifying party’s defense 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 Sellers’ Representative. In connection with any such Tax Contests is adversely prejudiced by Contest with respect to any of the Company’s Subsidiaries, the Sellers shall (w) keep the Buyer informed of all material developments and events relating to such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information Tax Contest (including promptly forwarding copies to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies Buyer of any notice related correspondence and other documents received from shall provide the Buyer with an opportunity to review and comment on any Tax Authority material correspondence before the Sellers send such correspondence to any Taxing Authority), (x) consult with the Buyer in respect connection with the defense or prosecution of any such matters. Tax Contest, (by) Each of Parent and Hxxxxxxx Beach will promptly notify not settle or otherwise resolve any such Tax Contest without the other in writing if it obtains knowledge that any Tax Authority has begun Buyer’s prior written consent, such consent not to investigate be unreasonably withheld, conditioned or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquirydelayed, and whether or (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 party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing including participating in any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult discussions with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to applicable Tax Authorities regarding such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(aContests), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The All Tax Indemnified Party will Contests not pay (unless otherwise required covered by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred Section 4.4(f)(ii) shall be controlled by the Buyer. In connection with any Tax Indemnified Party)Contest that includes a Tax for which the Sellers may be liable, take such action as the indemnifying party may reasonably request Buyer shall (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refundw) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party Sellers informed of all material developments in and events relating to such Tax Contest (including promptly forwarding copies to the proceeding 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 Indemnified Party with copies of all pleadingsContest, briefs(y) not settle or otherwise resolve any such Tax Contest without Sellers’ consent, orderssuch consent not to be unreasonably withheld, conditioned or delayed, and other written papers pertaining thereto(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 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) Subject Notwithstanding anything to satisfaction of the conditions herein set forthcontrary contained in this Agreement, the indemnifying party may direct the procedures for all Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to Contests shall be paid directly governed exclusively by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e4.4(f) (and not Section 7.6). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party If Buyer, Seller or any of their respective Affiliates receives after the Closing (i) a notice of a Governmental Authority’s intent to audit, examine or conduct any other Proceeding with respect to Taxes or Tax Returns or (ii) a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Tax Returns, in each case, that may could reasonably be entitled expected to give rise to a claim for indemnification under this Agreement Article 11 or other Taxes for which the other would be responsible (a “Tax Indemnified PartyContest”) will provide prompt written ), such Party first receiving such notice to shall notify the other parties Party in writing of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense receipt of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this communication in accordance with the provisions of Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters11.4(a). (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that Seller shall control any Proceeding relating to any Tax Authority has begun to investigate Contest if Seller or inquire into the Spin-Off its Affiliates would be responsible (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except or otherwise) for a majority of the Taxes that would reasonably be expected to result from such Tax Contest; provided that Buyer, at its own expense, shall be entitled to participate in the extent the indemnifying party’s defense conduct of any such Tax Contest, Seller shall keep Buyer reasonably informed regarding developments in such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of Seller shall not settle any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation Tax Contest that would be binding on Buyer or inquirythat involves any Taxes for which Buyer would be responsible without Buyer’s prior written consent, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other not to be present at (but not participate inunreasonably withheld, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation conditioned or inquirydelayed. (c) Promptly upon receipt of notice as Buyer shall control all Proceedings relating to any other Tax Contest (i.e., not controlled by Seller pursuant to Section 6.4(b)); provided in Section 3.6(a)that, the indemnifying party will confirm in writing if and to the extent Seller would be responsible under this Agreement or otherwise for Taxes that would reasonably be expected to result from such Tax Indemnified Party that the liability asserted Contest, then Seller, at its own expense, shall be entitled to participate in the notice conduct of deficiencysuch Tax Contest, claim Buyer shall keep Seller reasonably informed regarding developments in such Tax Contest and Buyer shall not settle any such Tax Contest that would be binding on Seller or adjustment that involves any Taxes for which Seller would be responsible without Seller’s prior written consent, not to be unreasonably withheld, conditioned or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such beliefdelayed. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with In the event of any conflict or inconsistency between this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to 6.4 and Section 3.6(c) hereof11.4, the indemnifying party will assume and direct the defense or settlement provisions of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment this Section 6.4 shall govern with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any courtContests. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each of Buyer and Seller shall notify the other party that may be entitled within 20 days after receipt by Seller, Buyer or any of their respective Affiliates of written notice of any federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to indemnification under this Agreement Taxes (“Tax Matters”) of any of the Target Companies (i) with respect to a Pre-Closing Tax Period or a Straddle Period, excluding any Tax Matters relating to a Consolidated or Combined Return (a “Pre-Closing Tax Indemnified PartyMatter”), or (ii) will provide prompt written notice with respect to the other parties of any pending or threatened a Texas Franchise Return (a “Texas Franchise Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementMatter”); provided, however, that any delay or failure to give such prompt written notice will so notify Seller or Buyer, as applicable, shall not affect relieve the indemnifying party’s indemnification other party of its obligations under this Agreement except hereunder unless and to the extent Seller or Buyer, as applicable, is actually and materially prejudiced thereby; provided, further, that, for the indemnifying party’s defense avoidance of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant doubt, Seller shall have no obligation to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies notify Buyer of any notice and other documents received from any Tax Authority in respect of any such mattersMatters relating to a Consolidated or Combined Return that is not a Texas Franchise Tax Matter. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that Seller shall control any Tax Authority has begun Matters relating to investigate a Consolidated or inquire into Combined Return, and, except for any Texas Franchise Tax Matter, Buyer shall have no right to participate in any aspects of such Tax Matters. Seller shall (i) have the Spinright to control any Pre-Off Closing Tax Matters that could reasonably be expected to result in a Pre-Closing Tax and (whether or not ii) Seller shall control any Texas Franchise Tax Matter at Seller’s own cost and expense; provided that Seller shall (A) diligently prosecute such investigation or inquiry is a formal or informal investigation or inquiryTax Matters in good faith, and whether or not the party obtaining such knowledge has any obligation to indemnify the other (B) notify Buyer of significant developments with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail Matters and will be accompanied by copies of any notice keep Buyer reasonably informed and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time Buyer as to the conduct resolution of such investigation any issue that would materially affect Buyer or inquiryany of its Affiliates (including the Target Companies), (iiC) provide the other with copies of all correspondence provided on its behalf (or on behalf give Buyer a copy of any member of the Parent Group Tax adjustment or the Hxxxxxxx Beach Group) to such Tax Authority assessment proposed in writing with respect to such investigation Tax Matters and copies of any other written correspondence with the relevant Tax authority relating to such Tax Matters, (D) not settle or inquirycompromise any issue without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, and (iiiE) arrange for a representative of otherwise permit the other Buyer to be present at participate in (but not participate in, except as otherwise provided in Section 3.6(dcontrol) below) all meetings with such Tax Authority pertaining to such investigation or inquiryMatters, at Buyer’s own expense. (c) Promptly upon receipt Buyer shall control any Tax Matters of notice as provided in any of the Target Companies with respect to a Pre-Closing Tax Period or a Straddle Period (other than a Tax Matter that relates to a Consolidated or Combined Return, which Seller shall control pursuant to the first sentence of Section 3.6(a5.4(b), a Texas Franchise Tax Matter, or a Tax Matter that Seller elects to control pursuant to the indemnifying party will confirm second sentence of Section 5.4(b)), at Buyer’s own cost and expense; provided that Buyer shall (A) diligently prosecute such Tax Matters in good faith, (B) notify Seller of significant developments with respect to such Tax Matters and keep Seller reasonably informed and consult with Seller as to the resolution of any issue that would materially affect Seller or any of its Affiliates, (C) give Seller a copy of any Tax adjustment or assessment proposed in writing with respect to the such Tax Indemnified Party that the liability asserted in the notice Matters and copies of deficiency, claim or adjustment or any other written communication wouldcorrespondence with the relevant Tax authority relating to such Tax Matters, if imposed upon (D) not settle or incurred by compromise any issue without the Tax Indemnified Partyprior written consent of Seller, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would which consent shall not be an Indemnified Liability unreasonably withheld or delayed, and (E) otherwise permit the Seller to participate in which case it will set forth in writing to the (but not control) such Tax Indemnified Party the grounds for such beliefMatters, at Seller’s own expense. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with To the extent of any inconsistency or conflict between this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to 5.4 and Section 3.6(c) hereof8.3 or Section 8.4, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim5.4 shall control. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each If any taxing authority asserts a Tax Claim in respect of the Acquired Companies, then the party that may be entitled to indemnification under this Agreement (a “hereto first receiving notice of such Tax Indemnified Party”) will Claim shall provide prompt written notice thereof to the other party or parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementhereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article XIV, but the other party’s indemnity obligations shall be reduced (including the complete elimination thereof if applicable), but only to the extent of any liability under this Article XIV (or any increase thereof) incurred as a result of the delay or failure to give receive such prompt written timely notice. Such notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability shall specify in reasonable detail the basis for such Tax Claim and will be accompanied by copies shall include a copy of the relevant portion of any notice and other documents correspondence received from any Tax Authority in respect of any such mattersthe taxing authority. (b) Each Seller shall have the sole and absolute right to control any audit, examination, contest, litigation or other proceeding involving federal income Taxes of Parent the Acquired Companies for all taxable periods that end on or before the Closing Date. Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any state and Hxxxxxxx Beach will local taxing authority (a “Tax Proceeding”) of the Acquired Companies for any taxable period that ends on or before the Closing Date, provided, that Seller shall not settle, compromise or abandon any such Tax Proceeding if such action would reasonably be expected to have a significant adverse impact on Purchaser without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall promptly notify Seller upon receipt by Purchaser or any of its Subsidiaries of notice of any claim, assessment or dispute relating to any Tax Proceeding which Seller is entitled to control under this Section 14.7(b) and shall promptly forward to Seller any communications received from or sent to any taxing authority in connection with any such Tax Proceeding. Notwithstanding Section 14.7(a) and the foregoing provisions of this Section 14.7(b), in the event that Seller is entitled to and does seek Purchaser’s consent to settle a Tax Claim and Purchaser determines that it prefers to pursue the Tax Claim further, Purchaser may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of the Tax Claim ultimately is determined to be greater than the amount for which Seller was willing to settle, Purchaser shall bear such excess cost. In the event that Purchaser takes over control of a Tax Claim, Seller shall cooperate fully with Purchaser in connection with such Tax Claim (including, if necessary, executing or causing to be executed powers-of-attorney or other documents necessary in writing order for Purchaser to exercise its control over such Tax Claim) and Purchaser shall then be able to settle such Tax Claim without the consent of Seller. In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have right to control such Tax Proceeding, provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iv) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (v) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it obtains knowledge that were the only party in interest in connection with such Tax Proceeding, (vi) Seller shall be entitled to participate in (but not control) such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Seller or any of its Affiliates and (vii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Seller if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (c) Subject to Sections 14.7(a) and (b), Purchaser shall have the right to control any Tax Authority has begun to investigate or inquire into Proceeding involving the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter)Acquired Companies; provided, however, that Purchaser shall not settle, compromise or abandon any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by Proceeding, if such delayaction would reasonably be expected to have a significant adverse impact on Seller, without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Such notice will contain factual information Notwithstanding Sections 14.7(a) and (to the extent knownb) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative foregoing provisions of the other to be present at (but not participate in, except as otherwise provided in this Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a14.7(c), in the indemnifying party will confirm in writing event that Purchaser is entitled to and does seek Seller’s consent to settle a Tax Claim and Seller determines that it prefers to pursue the Tax Indemnified Party that the liability asserted in the notice of deficiencyClaim further, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that Seller may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement take over control of the Tax Contest, subject to the participation Claim at its own cost and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it expense and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by Tax Claim ultimately is determined to be greater than the Tax Authorityamount for which Purchaser was willing to settle, then Seller shall bear such excess cost. In the Tax Indemnified Party may assume event that Seller takes over control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax AuthorityClaim, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably Purchaser shall cooperate fully with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful Seller in connection with any such judicial Tax Claim (including, if necessary, executing or administrative Tax Contest. The party requesting or otherwise entitled causing to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable outbe executed powers-of-pocket costs attorney or other documents necessary in order for Seller to exercise its control over such Tax Claim) and expenses (except reimbursement Seller shall then be able to settle such Tax Claim without the consent of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesPurchaser.

Tax Contests. (a) Each Buyer, on the one hand, and the Representative, on the other hand, shall promptly notify each other upon receipt by such party that of written notice of any inquiry, claim, assessment, audit or similar event with respect to Taxes of the Company or any of its Subsidiaries allocable to a Pre-Closing Tax Period or with respect to Taxes of the Company or any of its Subsidiaries for which Buyer or any of its Affiliates may be entitled to indemnification under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Indemnified PartyContest”) will provide prompt written notice ). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contests except to the extent such other parties party was actually prejudiced as a result thereof. Buyer shall, at its sole cost and expense (subject to the Contributing Securityholders’ indemnification obligations under Section 9.2), have sole control of the conduct of such Tax Contests, including any pending settlement or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementcompromise thereof; provided, however, that Buyer shall keep the Representative informed of the progress of any delay or failure to give issues in such prompt written notice will not affect Tax Contest for which the indemnifying party’s indemnification obligations Contributing Securityholders have liability under this Agreement except to (including providing the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by Representative copies of any notice all written correspondence and other documents received from any relevant to such issues in such Tax Authority Contest), provide the Representative with the right to participate in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other issues in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by at the Contributing Securityholders’ expense, and shall not settle or compromise any such delayissues in such Tax Contest without the Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Such notice will contain factual information (to In the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies event of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation conflict or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to overlap between the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h7.7(e) will bear all reasonable out-of-pocket costs and expenses (except reimbursement Article 9, the provisions of salaries, employee benefits and general overheadthis Section 7.7(e) incurred in connection with providing such books, records, information, officers or employeesshall control.

Tax Contests. (a) Each party that may The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to indemnification participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has responsibility for filing the Tax Return under this Agreement (the "Responsible Party") with respect to which there could be an increase in liability for any Tax or with respect to which a “payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Indemnified Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party”, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If Newco is the Responsible Party and if either (x) will provide prompt written notice the Taxes at issue in the aggregate may equal or exceed $50,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis) or (y) the Indemnity Issue relates to the qualification of the Contribution or the Distribution as transactions described in Sections 351 and 355 of the Code and/or a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code or the Merger as a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code, (i) Newco shall not settle any such Indemnity Issue without the prior written consent of the Acquiror, which consent shall not be unreasonably withheld, (ii) the Acquiror, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) Newco shall inform the Acquiror, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other parties proceedings relating to such Indemnity Issue, (iv) the Acquiror shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) Newco shall provide to the Acquiror all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any pending other documents relating to such Indemnity Issue promptly upon receipt from, or threatened Tax auditin advance of submission to (as the case may be), assessment the relevant Taxing Authority or proceeding courts and (vi) Newco shall not file or submit any protests, briefs, responses, petitions or other Tax Contest documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of the Acquiror, which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to consent shall not be unreasonably withheld. Notwithstanding any other provision of this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification if Newco has materially satisfied its obligations under this Agreement except and if the Company fails to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant permit Newco to this Section 3.6(a) will contain factual information (to the extent known) describing control any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters Indemnity Issue relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party qualification of the Tax Indemnified Party’s receipt of notice Contribution and demand for payment), settle, compromise or concede any portion Distribution as transactions described in Sections 351 and 355 of the Indemnified Liability without Code and/or a "reorganization" within the written consent meaning of Section 368(a)(1)(D) of the indemnifying party. The Tax Indemnified Party will, at Code or the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction qualification of the conditions herein set forth, Merger as a "reorganization" within the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party meaning of Section 368(a)(1)(B) of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified PartyCode, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may then Newco shall not be able to pay liable for and shall not indemnify the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Company Group for any Tax Indemnified Party in Deficiency resulting from an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date determination of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderIndemnity Issue. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled If any Taxing Authority or other person asserts a claim with respect to indemnification under this Agreement Taxes (a “"TAX CLAIM"), then the party hereto first receiving notice of such Tax Indemnified Party”) will Claim promptly shall provide prompt written notice thereof to the other parties of any pending or threatened Tax auditparty hereto; PROVIDED, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, howeverHOWEVER, that any delay or the failure of a party to give such prompt written notice will to other party shall not affect the indemnifying party’s indemnification relieve such party failing to provide such notice of any of its obligations under this Agreement Article, except to the extent that the indemnifying party’s defense of receiving party is irreparably prejudiced thereby. Such notice shall specify n reasonable detail the basis for such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail Claim and will be accompanied by copies shall include a copy of any notice and other documents relevant correspondence received from any Tax the Taxing Authority in respect of any such mattersor other person. (b) Each If within 60 days after receiving a Tax Claim or written notice of Parent and Hxxxxxxx Beach will promptly notify such a Tax Claim from the other in writing if it obtains knowledge Buyer, Seller notifies the Buyer that any Tax Authority has begun Seller desires to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other defend Buyer with respect to the Tax Claim, then Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, such matter)Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Seller; providedPROVIDED, howeverHOWEVER, that Seller shall not, without the prior written consent of Buyer, enter into any delay compromise or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense settlement of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability Claim that would result in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect detriment to any indemnitee; and PROVIDED, FURTHER, that Buyer may, at the sole cost and expense of Buyer, at any such matters. Each time prior to Seller's delivery of the parties will 9 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 Claim, and Buyer shall otherwise cooperate with Seller and its representatives in good faith in order to contest effectively such Tax Claim. Seller shall inform Buyer of all developments and events relating to such Tax Claim (i) consult with the other from time including, without limitation, providing to time as to the conduct of such investigation or inquiry, (ii) provide the other with Buyer copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) written materials relating to such Tax Authority with respect Claim), 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 investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryClaim. (c) Promptly upon receipt If Seller fails to notify Buyer within 60 days after receiving a Tax Claim or a written notice of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing such Tax Claim from Buyer that Seller desires to defend the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication wouldClaim pursuant to this SECTION 8.3 or, if imposed upon after delivery of such notice, Seller fails to reasonably defend or incurred prosecute such Tax Claim, then Buyer shall at any time thereafter have the 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 the Tax Indemnified PartyBuyer, be an Indemnified Liability, unless the indemnifying party believes Seller shall cooperate in good faith that with Buyer and its authorized representatives in order to contest effectively such liability would Tax Claim. Seller may participate in, but not be an Indemnified Liability in which case it will set forth in writing control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by Buyer pursuant to the Tax Indemnified Party the grounds for such beliefthis SECTION 8.3(c), and shall bear its own costs and expenses with respect thereto. (d) Any proceeding In the case of any Tax Claim that may result in an Indemnified Liability, which is acknowledged as such defended or prosecuted by indemnifying party Seller pursuant to Section 3.6(c) hereofthis SECTION 8.3, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject Seller shall pay to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party willBuyer, on a timely basisGrossed-Up Basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee any Tax arising or performance bond satisfactory to the resulting form such Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal Claim within 30 days after any final determination of any adverse determinations Tax arising or resulting from such Tax Claim. In the case of any Tax Claim that is defended or prosecuted by Buyer pursuant to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resourcesthis SECTION 8.3, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax Indemnified Party 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 amount with respect to an Indemnified Liability (less case of any amount paid directly Tax Claim not covered by the indemnifying party two preceding sentences, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax Authority arising or made available resulting from such Tax Claim, together with any Associated Costs, that have not theretofore been paid by Seller to the Tax Indemnified Party under Section 3.6(e) hereof) Buyer, at least two Business Days prior to five business days before the date payment of such Tax is due from the Indemnified Liability is to be made to Seller or the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderBuyer. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party If a Tax Claim shall be made in writing by a Governmental Authority, or Buyer intends to initiate any Tax Claim, that, if successful, might result in an indemnity payment pursuant to Section 8.1(a), Buyer shall notify Seller in writing of such Tax Claim within fifteen (15) Business Days of the receipt of such Tax Claim or fifteen (15) Business Days prior to initiating such Tax Claim. If notice of a Tax Claim is not given to Seller within such period or in detail sufficient to apprise Seller of the nature of the Tax Claim then, to the extent that may Seller is materially prejudiced as a result thereof, the Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement pursuant to Section 8.1(a). (b) Seller shall have the right to control all proceedings and may make any decisions in connection with a “Tax Claim which relates exclusively to a Pre-Closing Tax Period and for which Seller may be required to indemnify the Buyer Indemnified Party”) will provide prompt Parties pursuant to Section 8.1(a), provided Seller provides written notice of its intent to assume the other parties defense of such claim within fifteen (15) Business Days of the receipt of the notice required under Section 8.4(a), and acknowledges in writing its unconditional obligation to indemnify and hold harmless the Buyer Indemnified Parties from and against all Taxes ultimately determined to be payable with respect to any Pre-Closing Tax Period pursuant to such Tax Claim. In the event Seller has not assumed the defense of such Tax Claim by providing such notice and acknowledgement and subject to Section 8.4(f), the Buyer Indemnified Parties may, at Seller’s expense, (but only with respect to any Tax Claim that relates exclusively to any Pre-Closing Tax Period), assume the defense of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware Claim for which Seller has sole liability. If Seller does not assume the defense of any Tax Claim or such Tax Claim does not relate exclusively to any Pre-Closing Tax Period, the Buyer Indemnified Party is indemnified pursuant to this Agreement; Parties may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that any delay the Buyer Indemnified Parties shall not settle such Tax Claim without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or failure delayed). (c) Notwithstanding Section 8.4(b) and except as provided in Section 8.4(f), in the event of a Tax Claim that involves issues (A) relating to give such prompt written notice will not a potential adjustment for which Seller has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the indemnifying party’s indemnification obligations under this Agreement except Taxes of the Buyer Indemnified Parties, solely to the extent permitted by applicable Law, (x) Seller shall have the indemnifying party’s defense right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Buyer Indemnified Parties shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (d) Except as provided in Section 8.4(f), with respect to all other Tax Claims, Buyer (or the Company that is directly or indirectly affected by such Tax Claim) shall have the right to control the conduct of such proceedings. (e) The party that is controlling the Tax Contests is adversely prejudiced by such delay. Written notice provided Claim pursuant to this Section 3.6(a8.4(b), (c) will contain factual information or (d) (the “Controlling Party”) shall provide the non-Controlling Party with notice reasonably in advance of any proceedings in connection with such Tax Claim and, except as provided in Section 8.4(f) and to the extent known) describing permitted by Law, the non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim (including the right to attend any asserted meetings with a Governmental Authority or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersClaim). (bf) Each Notwithstanding any other provision of Parent and Hxxxxxxx Beach will promptly notify this Agreement to the other contrary, none of Buyer or any of its Affiliates shall be entitled to participate in writing if it obtains knowledge that any Tax Authority has begun Claim relating to investigate any consolidated, combined, affiliated or inquire into unitary Tax Return which includes Seller or any of its Affiliates and none of Seller or any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (other than the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matterCompany); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except Seller shall notify Buyer to the extent the indemnifying party’s defense of any such Tax Contest is Claim involves any issues that could materially adversely prejudiced by such delay. Such notice will contain factual information affect Buyer or any of their Affiliates (to including the extent knownCompany) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice inform and other documents received from any Tax Authority discuss with Buyer how Seller is addressing and contesting such issues and will consider and act in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority good faith with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryissues. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each If any taxing authority asserts a Tax Claim with respect to the Transferred Company or any of its Subsidiaries, then the party that may be entitled to indemnification under this Agreement (a “first receiving notice of such Tax Indemnified Party”) will Claim promptly shall provide prompt written notice thereof to the other party or parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or the failure of such party to give such prompt written notice will shall not affect relieve the indemnifying party’s indemnification other party of any of its obligations under this Agreement Article VII, except to the extent that the indemnifying party’s defense other party is actually prejudiced thereby. Such notice shall include a copy of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies relevant portion of any notice and other documents correspondence received from any Tax Authority in respect of any such mattersthe taxing authority. (b) Each of Parent and Hxxxxxxx Beach will promptly notify Seller shall have the other in writing if it obtains knowledge that exclusive right to control, at its own expense, any Tax Authority has begun Proceeding relating to investigate a Tax of the Transferred Company or inquire into any of its Subsidiaries for any taxable period that ends on or before the Spin-Off Closing Date; provided that Seller shall keep IPH reasonably informed with regard to such Tax Claim. (whether c) In the case of a Tax Proceeding relating to a Tax of the Transferred Company or not such investigation or inquiry is a formal or informal investigation or inquiryits Subsidiaries for any Straddle Period, and whether such Tax Proceeding cannot be separated into separate proceedings for the Pre-Closing Period and the Post-Closing Period, Seller (if the claim for Taxes attributable to the Pre-Closing Period exceeds or not is likely to exceed the party obtaining claim for Taxes attributable to the Post-Closing Period), or otherwise IPH (Seller or IPH, as the case may be, the “Tax Controlling Party”), shall be entitled to control such knowledge has any obligation to indemnify the other with respect to such matter)Tax Proceeding; provided, however, that any delay or failure to give such prompt written notice will not affect (i) the indemnifying party’s indemnification obligations under this Agreement except to Tax Controlling Party shall provide the extent other party (the indemnifying party’s defense “Tax Non-Controlling Party”) with a timely and reasonably detailed account of each stage of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information Proceeding; (to ii) the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) Controlling Party shall consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other Tax Non-Controlling Party before taking any significant action in connection with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and Proceeding; (iii) arrange for a representative of the other Tax Controlling Party shall consult with the Tax Non-Controlling Party and offer the Tax Non-Controlling Party an opportunity to be present at (but not participate in, except as otherwise provided comment before submitting any written materials prepared or furnished in Section 3.6(d) below) all meetings connection with such Tax Authority pertaining to such investigation or inquiry. Proceeding; (civ) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Controlling Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the shall defend such Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes Proceeding diligently and in good faith that as if it were the only party in interest in connection with such liability would Tax Proceeding; (v) the Tax Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority, at its own expense; (vi) the Tax Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Tax Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment could have an Indemnified Liability in which case it will set forth in writing to adverse impact on the Tax Indemnified Non-Controlling Party or any of its Affiliates; and (vii) IPH shall be the grounds for such beliefTax Controlling Party where Seller does not request to be the Tax Controlling Party within 20 days of receipt of a written notice from IPH pursuant to Section 7.4(a). (d) Any proceeding that IPH shall have the exclusive right to control, at its own expense, any Tax Proceeding in respect of any of the Transferred Company or its Subsidiaries, other than (i) any Tax Proceeding described in Section 7.4(b), or (c) or (ii) any Tax Proceeding in respect of a Combined Tax Return or otherwise covered by Section 7.5 below; provided that, notwithstanding Section 7.4(b), or (c) IPH may result control a Tax Proceeding described in an Indemnified LiabilitySection 7.4(b), which is acknowledged as such or (c) (but not, for the avoidance of doubt, any Tax Proceeding in respect of a Combined Tax Return or otherwise covered by indemnifying party Section 7.5) upon fully waiving its rights to be indemnified (directly or indirectly, pursuant to Section 3.6(c7.2(a) hereofor otherwise) for any and all Taxes involved in, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereofrespect of, the indemnifying party will assume and direct the defense arising from or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liabilitysuch Tax Proceeding; provided, including fees for attorneysfurther, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid waiver shall be made by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised IPH in writing by independent outside counsel in its reasonable judgment at the indemnifying partyand shall only become effective upon Seller’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimwritten consent. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that The REIT agrees to give written notice to the Company Stockholder of the receipt of any written notice by the REIT or the Surviving Company which involves the assertion of any claim, or the commencement of any proceeding, in respect of which an indemnity may be entitled to indemnification sought by any Indemnified Person under this Agreement Section 8.3(a) (a “Tax Claim”); provided, that failure or delay to comply with this provision shall not reduce such Indemnified Party”Person’s right to indemnification hereunder except to the extent that the Company Stockholder is actually prejudiced by such failure or delay on the part of the REIT. If such Tax Claim results in the assessment or assertion of a Tax for which the Company Stockholder may be solely liable under Section 8.3(a) will and could not reasonably result in an increase in the Tax liability of the Company with respect to a Post-Closing Tax Period, then the Company Stockholder may choose to control the contest or resolution of such Tax Claim (at the Company Stockholder’s expense) and if so shall provide prompt written notice to the REIT of such intent; all other parties Tax Claims will be controlled by the REIT. The REIT or the Company Stockholder, as the case may be, will be entitled to participate fully in the defense of any pending Tax Claim in which a taxing authority could assert or threatened Tax auditassess any liability for Taxes that is otherwise controlled by the other party and to employ counsel of its choice for such purpose, assessment or proceeding or other Tax Contest the fees and expenses of which separate counsel of each of the REIT or the Company Stockholder will be borne by the REIT and the Company Stockholder, respectively. In addition, with respect to a contest or resolution controlled by the Company Stockholder, the Company Stockholder must employ counsel that is acceptable to the REIT. Neither the REIT nor the Company Stockholder, as the case may be, may settle any claim or cease to defend such Tax Indemnified Party becomes aware for Claim without the prior written consent of the non-controlling party, which the Tax Indemnified Party is indemnified pursuant to this Agreement; consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that any delay or failure to give such prompt written notice will not affect if a Tax Claim is controlled by the indemnifying party’s indemnification obligations under this Agreement except to Company Stockholder, then the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other REIT may withhold consent with respect to such matter); provided, however, that any delay or failure Tax Claim if such settlement could reasonably be expected to give such prompt written notice will not affect increase the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies for any Post-Closing Tax Period. For the avoidance of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquirydoubt, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to where the provisions of this Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another 8.4 are in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection conflict with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any booksother provision in this document, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees8.4 shall govern.

Tax Contests. (a) Notices. Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will shall provide prompt written notice to the other parties party of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party it becomes aware relating to (i) Taxes for which it is or may be indemnified by the Tax Indemnified Party is indemnified pursuant to this Agreement; providedother party hereunder, however(ii) the qualification of the Reorganization as a tax-free transaction described under Section 368(a)(1)(F) of the Code, that any delay (iii) the qualification of the Internal Contribution and the Internal Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code, or failure to give such prompt written (iv) the qualification of the External Contribution and the External Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code. Such notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (bor applicable portions thereof) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 If (i) consult an indemnified party has knowledge of an asserted Tax liability with the other from time respect to time as a matter for which it is to the conduct of such investigation or inquirybe indemnified hereunder, (ii) provide such party fails to give the other with copies indemnifying party prompt notice of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such asserted Tax Authority with respect to such investigation or inquiryliability, and (iii) arrange for a representative of the other indemnifying party has the right, pursuant to be present at (but not participate inSection 7.2(a), except as otherwise provided in Section 3.6(d) below) all meetings with to control the Tax Contest relating to such Tax Authority pertaining liability, then (x) if the indemnifying party is precluded from contesting the asserted Tax liability as a result of such failure to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)give prompt notice, the indemnifying party will confirm in writing shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax Indemnified Party that the liability asserted in the notice of deficiencyliability, claim or adjustment or other written communication would, and (y) if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would is not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that precluded from contesting the asserted liability is an Indemnified Liability pursuant Tax liability, but such failure to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject give prompt notice results in a monetary detriment to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should then any amount which the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able is otherwise required to pay the full amount of the Indemnified Liability, if required, and the indemnifying indemnified party fails pursuant to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to this Agreement shall be reduced by the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimdetriment. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that Buyer or Seller, as the case may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) be, will provide prompt written notice to the other parties party within 30 days of its discovery of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware matter that may give rise to a claim for which the Tax Indemnified Party is indemnified indemnity pursuant to this Agreement; provided, however, that any delay or failure to give Article V (a “Tax Claim” and such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such a “Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matterClaim Notice”); provided, however, that any delay or failure to give such prompt written notice will comply with this Section 5.4(a) by an Indemnified Party shall not affect the indemnifying partyIndemnifying Party’s indemnification obligations under this Agreement obligation hereunder except only to the extent the indemnifying partyIndemnifying Party’s ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity based on the then available information) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto and a statement that the Indemnified Party seeks indemnification for Taxes relating to such claim. (b) Seller, at its expense, shall have the right to control the conduct of the defense of any Tax Claim brought by a Tax Authority that involves solely a matter for which Seller is required to indemnify the Buyer Indemnitees; provided, that (i) Buyer is provided written notice by Seller of its intent to control the defense of such matter within 15 days after Seller has received the underlying Tax Contest Claim Notice (which will include Seller’s acknowledgement that it is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail liable for all Taxes and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each Losses of the parties will 9 (i) consult with the other Buyer Indemnitees that result or arise from time to time as to the conduct of such investigation or inquiryTax Claim), (ii) provide Seller shall not have the other with copies of all correspondence provided on its behalf (or on behalf right to control the defense of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority Claim with respect to such investigation any Tax matter that involves a consolidated, combined, affiliated or inquiryunified filing that includes Buyer or an Affiliate of Buyer (other than Tax Claims for Pre-Closing Periods that include solely one or more Transferred Companies), and (iii) arrange for a representative Seller shall not have the right to control the conduct of the other to be present at (but not participate indefense of, except or settle, any Tax Claim if the resolution or determination of such Tax Claim could materially adversely affect or prejudice the Buyer Indemnitees. Except as otherwise provided in Section 3.6(dthe foregoing, Buyer shall control (at Seller’s expense to the extent the Tax Claim relates to or involves a matter for which Seller is required to indemnify the Buyer Indemnitees) belowthe conduct of the defense of all Tax Claims. Buyer (at its expense) shall have the right to participate in the conduct of the defense of any Tax Claim controlled by Seller. Seller (at its expense) shall have the right to participate in the conduct of the defense of any Tax Claim relating to the Transferred Companies that is not controlled by Seller to the extent (A) the defense relates solely to the Tax Claim and (B) Seller has acknowledged in writing that it is liable for all meetings with Taxes and Losses of the Buyer Indemnitees that arise from such Tax Authority pertaining to such investigation or inquiryClaim. (c) Promptly upon receipt of notice Except as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing Section 5.4(b), notwithstanding any provision in this Agreement to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereofcontrary, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent parties agree that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party they will not settle, compromise or concede agree to any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount adjustment with respect to an Indemnified Liability (less any amount paid directly by Tax Claim without first obtaining the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment written consent of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying other party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of if such payment. If the indemnifying party delays making payment beyond the due date hereundercompromise, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party settlement or any member of the Parent Group agreement affects or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to could affect the other party’s Tax liability (including Tax liabilities of or with respect to the Transferred Companies), during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary which consent shall not be unreasonably withheld or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesdelayed.

Tax Contests. (a) Each party that may be entitled If any Tax Authority asserts a Tax Claim, then the Party to indemnification under this Agreement (a “first receiving notice of such Tax Indemnified Party”) will Claim promptly shall provide prompt written notice thereof to the other parties of any pending Party or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant Parties to this Agreement; provided, however, that any delay or the failure of such Party to give such prompt written notice will shall not affect relieve the indemnifying party’s indemnification other Party of any of its obligations under this Agreement Article VIII, except to the extent that the indemnifying party’s defense of such Tax Contests other Party is adversely actually prejudiced by such delayfailure. Written Such notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability shall specify in reasonable detail the Tax Claim and will be accompanied by copies shall include a copy of the relevant portion of any notice and other documents correspondence received from any the Tax Authority in respect of any such mattersAuthority. (b) Each In the case of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any a Tax Authority has begun to investigate Proceeding of or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to any member of the Alkali Group for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 8.6(c)), Seller shall have the exclusive right and obligation to conduct, at its own expense, such matter)Tax Proceeding; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiryProceeding, (ii) provide the other Seller shall consult with copies of all correspondence provided on its behalf (or on behalf of the Purchaser before taking any member of the Parent Group or the Hxxxxxxx Beach Group) to action in connection with such Tax Proceeding to the extent such action could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, (iii) Seller 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 to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, (iv) Seller shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Purchaser shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Tax Authority with respect to the extent such investigation Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or inquiryany of its Affiliates in any Post-Closing Period, and (iiivi) arrange for a representative of the other to be present at (but Seller shall not participate insettle, except as otherwise provided in Section 3.6(d) below) all meetings with compromise or abandon any such Tax Authority pertaining Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent such investigation Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or inquiryany of its Affiliates in any Post-Closing Period. (c) Promptly upon receipt In the case of notice as provided in Section 3.6(a)a Tax Proceeding of or with respect to any member of the Alkali Group for any Straddle Period, the indemnifying party will confirm Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in writing connection with such Tax Proceeding, (iii) 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, (iv) the Controlling Party shall defend such Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes Proceeding diligently and in good faith that as if it were the only party in interest in connection with such liability would not Tax Proceeding, (v) the Non-Controlling Party shall be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not entitled to participate in) all in such Tax Proceeding and attend any meetings or conferences with the relevant Tax Authority Authority, and all hearings before any court. (iiivi) The Tax Indemnified the Controlling Party will shall not settle, compromise or concede abandon any claim that would result such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in an Indemnified Liability unless connection with such Tax Proceeding or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax Indemnified liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the such Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderProceeding. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may Buyer shall promptly notify the Members’ Representative upon the receipt of any notice, or becoming aware, of any audit or other similar examination with respect to any Taxes for which the Members would reasonably be entitled expected to indemnification under be liable pursuant to this Agreement Agreement, including with respect to any Pre-Closing Tax Period (a “Tax Indemnified PartyContest”) will provide prompt written ); provided, that no failure or delay of Buyer in providing such notice to shall reduce or otherwise affect the other parties obligations of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified Members pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent that the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to Members’ Representative demonstrates that the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such failure or delay. Such notice will contain factual information (Buyer shall control, or cause the Company to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to control the conduct of such investigation or inquiryany Tax Contest; provided, (ii) provide that if a Tax Contest relates solely to a Pass-Through Return, the other with copies Members’ Representative shall have the right to assume control, at Members’ expense, of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and Contest if (iiix) arrange for a representative of the other to be present at within fifteen (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (3015) days following receipt of receiving notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest the Members’ Representative notifies Buyer of its intent to take control of such Tax Contest and (y) the resolution of such Tax Contest could not have a material adverse effect for the Company in accordance with this Section 3.6(ea taxable period (or portion thereof) beginning after the Closing Date (as reasonably determined by Buyer). 10 ; provided, further, that (i) The Tax Indemnified Party will diligently defend against Buyer, at its cost and expense, shall have the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations right to the appropriate tribunal (unless advised participate in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) Tax Contest and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The the Members’ Representative shall not settle any such Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedingsContest without Buyer’s written consent, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party not to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settleunreasonably withheld, compromise conditioned or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such paymentdelayed. If the indemnifying party delays making payment beyond the due date hereunderMembers’ Representative does not elect to control such Tax Contest, it will pay interest or for any other Tax Contest that relates to the a Pre-Closing Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidPeriod, Buyer shall control such Tax Contest; provided, howeverthat the Members’ Representative, that this provision for interest will not be construed to give at the indemnifying party Members’ cost and expense, shall have the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund participate in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to Tax Contest. In the Tax Indemnified Party be applied or credited by event of any conflict between the Tax Authority to obligations provisions of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amountthis Section 6.7(d) to the indemnifying party. (h) Subject to and the provisions of Section 3.3 hereof10.6, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption provisions of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h6.7(d) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesshall control.

Tax Contests. Purchaser shall notify the Sellers’ Representative within ten (10) days of either its receipt (a) Each party that of any notice of any Audit in respect of Taxes (“Tax Contest”) or (b) of a written notice threatening any Tax Contest, in either case relating in whole or in part to Taxes for which any of the Purchaser Indemnified Parties may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to from the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementSellers hereunder; provided, however, that any delay or failure to give timely provide such prompt written notice will shall not affect the indemnifying party’s Purchaser Indemnified Parties’ right to indemnification obligations under this Agreement except to the extent such failure prejudices Sellers’ ability to defend the indemnifying party’s defense claim or dispute that is the subject of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to or results in the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each expiration of the parties will 9 (i) consult with the other from relevant time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will period set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party9.5. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof Sellers’ Representative notifies Purchaser within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the of such Tax Indemnified Party reasonably determine after due investigation Contest that the indemnifying party may not be able Sellers’ Representative intends to pay exercise its contest rights under this Section 8.4, the full amount of Sellers’ Representative shall have the Indemnified Liability, if required, and the indemnifying party fails right to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the such Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim at its expense and to employ counsel of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidchoice; provided, however, that this provision for interest will not be construed the Sellers’ Representative acknowledges in writing the Sellers’ responsibility to give indemnify and hold harmless the indemnifying party 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 defer payment beyond participate in any such Tax Contest jointly with the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in Sellers’ Representative. With respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax AuthorityContest which the Sellers’ Representative is entitled to control, the Sellers’ Representative shall not settle, compromise or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in resolve any Tax Contest involving any matter that without the prior written consent of Purchaser (which consent may result in an Indemnified Liabilitynot be unreasonably withheld, conditioned or delayed). Parent and Hxxxxxxx Beach agree that such cooperation will include making available Purchaser shall cause the Acquired Companies to deliver to the other party, during normal business hours, all books, records Sellers’ Representative any power of attorney reasonably required to allow the Sellers’ Representative and information, officers its counsel to represent the Acquired Companies in connection with any Tax Contest that the Sellers’ Representative is entitled to control hereunder and employees (without substantial interruption of employment) necessary or useful shall provide the Sellers’ Representative with such assistance as may be reasonably requested in connection with any such judicial or administrative 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 party requesting or otherwise entitled parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any books, records, information, officers or employees pursuant Tax Contest to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses the extent that such Tax Contest could affect a liability of such other parties (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesincluding indemnity obligations hereunder).

Tax Contests. (a) Each party that Purchaser agrees to give prompt notice to Seller of any liability or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be entitled sought hereunder that Purchaser deems to indemnification under this Agreement be within the ambit of Section 7.04(a) (a “Tax Indemnified Party”specifying with reasonable particularity the basis therefor) and will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; give Seller such information with respect thereto as Seller may reasonably request (provided, however, that failure of the Purchaser to provide prompt notice shall not relieve the Seller from its obligations to indemnify hereunder, unless Seller’s ability to contest was thereby materially prejudiced). Seller may, at its own expense, (i) participate in and (ii) with respect to any delay suits, actions or failure proceedings (including Tax audits) that relate either (a) to give such prompt written notice will not affect a consolidated, combined or unitary Tax Return of a group of which Seller or one of its post-Closing Affiliates is a part or (b) solely to pre-Closing Taxable periods, assume the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of any such suit, action or proceeding (including any Tax Contests is adversely prejudiced audit); provided that in the case of Section 7.10(a)(ii)(b), (i) Seller shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (ii) Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by such delaySeller. Written notice provided If Seller assumes the defense of any suit, action or proceeding (including any Tax audit) pursuant to this Section 3.6(a) will contain factual information (7.10, Seller shall not, without Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax if such settlement could adversely affect the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of Purchaser or any notice and other documents received from of its Affiliates. Purchaser shall not settle any Tax Authority suit, action or proceeding in respect of which Purchaser is seeking an indemnity pursuant to Section 7.04(a) without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall be liable for the fees and expenses of counsel employed by Purchaser for any period during which Seller has had the right to, but has not, assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Seller shall pay Purchaser promptly for any Tax liability indemnifiable under Section 7.04(a) that results from the resolution of any such matterssuit, action or proceeding. (b) Each Seller agrees to give prompt notice to Purchaser of Parent any liability or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Seller deems to be within the ambit of Section 7.04(b) (specifying with reasonable particularity the basis therefor) and Hxxxxxxx Beach will promptly notify give Purchaser such information with respect thereto as Purchaser may reasonably request. Purchaser may participate in the other in writing if it obtains knowledge that defense of any such suit, action or proceeding (including any Tax Authority has begun audit), Seller shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other time with respect to such matter); providedsuit, however, that any delay action or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information proceeding (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from including any Tax Authority audit) and Seller shall not settle any suit, action or proceeding (including any Tax audit) in respect of any such matterswhich Seller is seeking an indemnity pursuant to Section 7.04(b) without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Each All of the parties will 9 (i) consult with hereto shall cooperate in the other from time to time as to the conduct of such investigation defense or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf prosecution of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to claim. Purchaser shall pay Seller promptly for any Tax liability indemnifiable under Section 7.04(b) that results from the resolution of any such investigation suit, action or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryproceeding. (c) Promptly upon receipt of notice as provided Notwithstanding any other provision contained elsewhere in Section 3.6(athis Agreement (including Article X), Section 7.04 and this Section 7.10 shall govern all indemnification claims with respect to Taxes. In the indemnifying party will confirm event of any conflict between this Article VII and another provision in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiencythis Agreement, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such beliefthis Article VII shall govern. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Purchaser Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party Person or any member of the Parent Group or Hxxxxxxx Beach GroupSeller Indemnified Person, as applicable, receive a refund in respect under Section 7.04 may be made and enforced by Purchaser on behalf of amounts paid such Purchaser Indemnified Person or by the indemnifying party to any Tax Authority Seller on the Tax behalf of such Seller Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying partyPerson. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may If a claim shall be entitled made (or any Tax Proceeding otherwise initiated) by any taxing authority, that, if successful, could reasonably be expected to indemnification under this Agreement result in an indemnity obligation from Parent pursuant to Article X, Purchaser shall promptly notify Parent in writing (a “Tax Indemnified PartyNotice”) will provide prompt written notice to the other parties of any pending such claim or threatened Tax audit, assessment or proceeding or other Proceeding (a “Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementClaim”); provided, however, that any delay or failure to give such prompt written notice will so notify or any delay in notifying Parent shall not affect the indemnifying party’s indemnification relieve Parent of its obligations under this Agreement Article X except to the extent the indemnifying party’s defense of such Tax Contests that Parent is materially and adversely prejudiced by such failure or delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that With respect to any Tax Authority has begun Claim for any (i) Tax period ending on or prior to investigate or inquire into the SpinClosing Date, (ii) Taxes imposed under Bulletin 7 and (iii) Straddle Period where the majority of the Taxes for such Straddle Period are allocable to Parent under the principles of Section 8.4 (each, a “Pre-Off Closing Tax Claim”), Parent shall have the right to control and conduct all proceedings and negotiations in connection with such Pre-Closing Tax Claim (whether or not such investigation or inquiry is a formal or informal investigation or inquiryincluding selection of counsel), and whether may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or not contest the party obtaining such knowledge has Pre-Closing Tax Claim in any obligation permissible manner; provided, that if Parent elects, in its sole discretion, to indemnify control and conduct the other proceedings and negotiations in connection with any Pre-Closing Tax Claim, Parent shall, within ten (10) days of receipt of a Tax Notice with respect to such matter)Pre-Closing Tax Claim, notify Purchaser in writing of its intention to control and conduct the proceedings and negotiations in connection with such Pre-Closing Tax Claim; provided, howeverfurther, that if Parent chooses to sue for a refund then it shall first indemnify the Purchaser Indemnified Parties for the amount of Indemnified Taxes paid, and any delay or failure subsequent refund of such Taxes shall be paid over to give such prompt written notice will not affect Parent pursuant to Section 8.11. For the indemnifying party’s indemnification obligations under this Agreement except avoidance of doubt, Xxxxxxxxx shall be entitled to the extent same participation and consent rights as described in the indemnifying party’s defense subsequent sentences of this Section 8.9(b) in connection with any such refund suit. Purchaser or its designee shall have the right, at its expense, to participate in such proceedings and negotiations (including with counsel of its choice) in connection with any Pre-Closing Tax Contest is adversely prejudiced Claim that Parent elects to conduct and control pursuant to this Section 8.9(b) and Parent shall keep Purchaser fully informed (including by such delay. Such notice will contain factual information (sharing any correspondence with taxing authorities with Purchaser and allowing Purchaser the opportunity to the extent known) describing provide comments on any asserted Tax liability in reasonable detail and response from Parent which comments will be accompanied considered by copies of any notice Parent in good faith) and reasonably cooperate with Purchaser and its accountants and other documents received from Representatives in connection with such participation; provided, that Parent shall not settle any Pre-Closing Tax Claim (other than with respect to any Tax Authority in respect Return of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation a consolidated, combined, unitary or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of similar group that includes any member of the Parent Group (including any Parent Combined Tax Return)) without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed). In the Hxxxxxxx Beach Groupcase of any proceedings and negotiations in connection with any Pre-Closing Tax Claim that Parent does not elect to conduct and control pursuant to this Section 8.9(b) or in connection with any other Tax Claim for any Straddle Period, Purchaser may control, or cause its designee to control, and conduct such proceedings and negotiations in such manner as it may deem appropriate, and Parent shall have the right, at its expense, to participate in such proceedings and negotiations (including with counsel of its choice) and Purchaser shall keep Parent fully informed (including by sharing any correspondence with taxing authorities with Parent and allowing Parent the opportunity to provide comments on any response from Purchaser which comments will be considered by Purchaser in good faith) and reasonably cooperate with Parent and its accountants and other Representatives in connection with such participation; provided, that Purchaser shall not settle or abandon any such Tax Authority with respect to Claim without Parent’s written consent (such investigation or inquiry, and (iii) arrange for a representative of the other consent not to be present at (but not participate inunreasonably withheld, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation conditioned or inquirydelayed). (c) Promptly upon receipt Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of notice as provided in Section 3.6(a)its Affiliates (including, after the Closing, the indemnifying party will confirm in writing Transferred Entities) shall be entitled to the participate in, any Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing Claim with respect to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon any Tax Return of Parent or a member of a Parent Group and (ii) any Parent Combined Tax Return; provided, that Parent shall not settle or otherwise resolve any such material Tax Claim in a manner that would disproportionately and materially adversely affect Purchaser or any of its Affiliates (including, for periods after the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereofClosing, the indemnifying party will assume Transferred Entities) without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party Parent will use their respective commercially reasonable efforts to cause keep Purchaser reasonably apprised of matters that would reasonably be expected to materially and adversely affect Purchaser or its Affiliates (including, for periods after the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possibleClosing, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified LiabilityTransferred Entities). (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled If a Governmental Authority or Tax authority asserts a claim or begins an action against any Acquired Company with respect to indemnification under this Agreement any Flow-Through Tax Return (or Taxes reflected on a Flow-Through Tax Return) for any Pre-Closing Tax Period (a “Tax Indemnified PartyClaim”), then Buyer shall promptly (but in no event later than ten (10) will days after its receipt of notice of such Tax Claim) provide prompt to the Representative written notice to of such Tax Claim and shall include a copy of the other parties relevant portion of any pending or threatened correspondence received from the Governmental Authority in respect of such Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementClaim; provided, however, that any delay or failure on the part of Buyer to give such prompt written notice will so notify the Representative shall not affect limit any of the indemnifying party’s indemnification obligations under this Agreement of the Sellers hereunder (except to the extent such failure materially prejudices the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matterClaim); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified LiabilityIf, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt after the Representative receives notice of a Tax Claim pertaining to a Pre-Closing Tax Period, the Representative provides to Buyer a written notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able Representative elects to pay contest and to control the full amount defense or prosecution of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the such Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax AuthorityClaim, then the Representative shall have the right to defend or prosecute and the right to control, at the Sellers’ expense, such Tax Indemnified Party may assume control Claim. For any Tax Claim the defense or prosecution of which the Representative controls, (A) the Representative shall defend or prosecute the Tax Claim diligently and in good faith; (B) the Representative shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any compromise or settlement of such Tax Claim if the resolution of such Tax Claim would reasonably be expected to adversely affect the liability of any Acquired Company for Taxes post-Closing; (C) the Representative shall promptly inform Buyer of all material developments and events relating to such Tax Claim; (D) if requested by the Representative, Buyer shall provide or cause to be provided to the Representative any information reasonably requested by the Representative relating to such Tax Claim, and Buyer shall otherwise cooperate with the Representative in good faith in order to contest effectively such Tax Claim; (E) Buyer or its authorized representative shall be entitled, at the expense of Buyer, to participate in all conferences, meetings and proceedings relating to such Tax Claim; and (F) each of the Tax Contest in accordance with this Acquired Companies shall, if available under applicable Law, make an election under Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim 6226 of the Code (and any similar provision of applicable Tax Authority, including the pursuit of the appeal of Law) for any adverse determinations applicable taxable period with respect to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the such Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any courtClaim. (iii) The If the Representative does not timely elect to control a Tax Indemnified Party will Claim described in Section 6.03(g)(ii) or is not settleentitled to control a Tax Claim because it relates to a Straddle Period, Buyer, at its expense, shall control the defense or prosecution of such Tax Claim (each, a “Buyer Controlled Proceeding”). For any Buyer Controlled Proceeding, (A) Buyer shall defend or prosecute the Tax Claim diligently and in good faith; (B) Buyer shall not, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any compromise or concede settlement of such Tax Claim; (C) Buyer shall inform the Representative of all developments and events relating to such Tax Claim; (D) if requested by Buyer, the Representative shall provide or cause to be provided to Buyer any claim that would result in an Indemnified Liability unless the information reasonably requested by Buyer relating to such Tax Indemnified Party has made the determinationClaim, and has been so advised the Representative shall otherwise cooperate in writing by independent outside counsel good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim; (E) the Representative shall be entitled, at the indemnifying party’s sole expenseexpense of the Sellers, that to participate in all conferences, meetings and proceedings relating to such settlement is reasonable in Tax Claim; and (F) each of the circumstance. Acquired Companies shall, if available under applicable Law, make an election under Section 6226 of the Code (fand any similar provision of applicable Tax Law) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount for any applicable taxable period with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the such Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderClaim. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each Party shall notify the other party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt in writing within 15 days following receipt by such party of written notice to the other parties of any pending or threatened Tax auditaudits, assessment or proceeding notice of deficiency, proposed adjustment, assessment, examination or other Tax Contest administrative or court Action which could affect the liability for Taxes of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified such other party (including pursuant to this Agreement) (each, a “Tax Contest”). If the party required to give such notice fails to give such notice to the other party promptly, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent that such failure to give notice materially prejudices the other party’s right to participate in or defend the Tax Contest. Seller shall have the sole right to represent the interests of the Company and its Subsidiaries in any Tax Contest relating to any Pre-Closing Tax Period (other than a Straddle Period) and to employ counsel of its choice at its expense; provided, however, that Seller shall keep Buyer timely informed regarding the progress and substantive aspects of any delay such Tax Contest, Buyer will be entitled at its expense to participate in any such Tax Contest (other than any such Tax Contest with respect to an affiliated, combined, consolidated, unitary or failure to give such prompt written notice similar group that includes Seller or any other party other than the Company and its Subsidiaries) and Seller will not affect compromise or settle any such Tax Contest in a manner that could reasonably be expected to result in a Tax Liability that is not indemnified (or otherwise satisfied) in full by Seller without obtaining Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the indemnifying partycase of a Straddle Period, Seller shall be entitled to participate at its expense in any Tax Contest relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, at Seller’s indemnification obligations sole expense, may assume the control of such Tax Contest. None of Buyer, any of its Affiliates, the Company or its Subsidiaries may settle or otherwise dispose of any Tax Contest that would give rise to any Liability to Seller or its Affiliates under this Agreement except to or under applicable Law without the extent prior written consent of Seller, which consent may be withheld in the indemnifying party’s defense reasonable discretion of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other Seller, unless Buyer agrees in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other Seller in full with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement After the Closing, Buyer shall promptly notify Seller in writing of the commencement of any Tax Contest. Such notice shall contain factual information (a “Tax Indemnified Party”) will provide prompt written notice to the other parties extent known to Buyer, the Companies or any Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any pending or threatened Tax audit, assessment or proceeding notice or other document received from any Taxing Authority in respect of any such asserted Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementliability; provided, however, that any delay or failure to give such prompt written notice will notification shall not affect the indemnifying partySeller’s obligation to provide indemnification obligations under this Agreement pursuant to Section 10.1(a) with respect to such Tax Contest except and only to the extent the indemnifying party’s defense that Seller forfeits rights or defenses as a result of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersfailure. (b) Each In the case of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun Contest that relates to investigate (i) a taxable period ending on or inquire into before, or that includes, the Spin-Off Closing Date, (whether ii) any matter which could increase Seller’s liability for Taxes (including Taxes which Seller is required to pay pursuant to Section 10.1(a) of this Agreement) or not such investigation or inquiry is a formal or informal investigation or inquiry(iii) any matter that could otherwise adversely affect Seller, and whether or not Seller shall have the party obtaining such knowledge has any obligation right, upon written notice to indemnify the other Buyer, to participate in or, with respect to such matterany taxable period (or portion thereof (determined in accordance with Section 10.1(b); provided), howeverending on or before the Closing Date, that any delay or failure to give such prompt written notice will not affect assume the indemnifying party’s indemnification obligations under this Agreement except to defense of and control the extent the indemnifying party’s defense conduct of such Tax Contest is adversely prejudiced by or, in the case of a portion of a taxable period, the portion of such delay. Such notice will contain factual information Tax Contest that relates to such portion (but only to the extent known) describing any asserted that the relevant governmental or judicial party conducting such Tax liability in reasonable detail and will Contest permits such portion of such Tax Contest to be accompanied controlled by copies Seller at the same time as the portion of any notice and other documents received from any such Tax Authority in respect Contest that relates to the remainder of such taxable period is controlled by Buyer). If Seller does not assume the defense of any such mattersTax Contest or portion thereof, Buyer may defend the same in such manner as it may deem appropriate, including settling such Tax Contest or portion of such Tax Contest (subject, however, to Section 10.5(c) if such settlement would adversely affect Seller) after giving ten (10) days’ prior written notice to Seller setting forth the terms and conditions of settlement. Each In the event of a Tax Contest that involves issues relating to a potential adjustment for which Seller has the parties will 9 (i) consult with the other from time right to time as to control the conduct of such investigation or inquiry, (ii) provide Tax Contest that also involves separate issues relating to a potential adjustment for which Seller does not have the other with copies right to control the conduct of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority Contest, Buyer shall have the right, at its expense, to control the Tax Contest but only with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquirylatter issues. (c) Promptly upon receipt Neither Buyer nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for such year or a subsequent or prior year without first obtaining the written consent of notice as provided in Section 3.6(a)the other party, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would which consent may not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such beliefunreasonably withheld or delayed. (d) Any proceeding that may result Notwithstanding any other provision in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject Agreement to the participation contrary, Seller and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume its Affiliates shall exclusively control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedingsany notice of deficiency, will provide the indemnifying party with copies of all protestsproposed adjustment, pleadingsassessment, briefsaudit, filingsexamination or other administrative or judicial proceeding, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant suit, dispute or other claim involving any Consolidated Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determinationReturn, and has been so advised Seller and its Affiliates shall have sole discretion in writing by independent outside counsel at the indemnifying party’s sole expense, that administering any such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party claims including the right to defer payment beyond the due date hereundersettle such claims. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each The Sellers shall have the right to control the portion of any Tax Contest attributable solely to a Pass-Through Tax Return for any taxable period ending on or prior to the Closing Date or for any Tax Contest relating to the Intended Tax Treatment; provided that (A) the Sellers will keep Purchaser reasonably informed of 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, and (C) the Sellers shall not settle or compromise any such Tax Contest without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed). 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 Sellers reasonably informed of the contest and defense of any Tax Contest, (B) Sellers shall have the right to participate at its own expense in any such Tax Contest, and (C) Purchaser shall not settle or compromise any such Tax Contest without the Sellers’ consent (which shall not be unreasonably withheld, conditioned or delayed). Purchaser or Sellers, as the case may be, shall notify the other party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt as reasonably as practicable after receipt by such party or any of its Affiliates of written notice to the other parties of any pending Tax Contest; provided, that no failure or threatened Tax audit, assessment delay in providing such notice shall reduce or proceeding or other Tax Contest otherwise affect the obligations of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified a party pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent that the indemnifying party’s defense of such Tax Contests other party is adversely prejudiced by as a result of such failure or delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each 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 Parent the Code and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate corresponding provision of state, local or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiryforeign law, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay “imputed underpayment” or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority similar adjustment with respect to such investigation or inquiry, and (iii) arrange for a representative of any Pre-Closing Tax Period. Without the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the prior written consent of Purchaser, the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party Sellers and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, ordersGroup Companies shall not, and other written papers pertaining thereto. shall cause their respective Affiliates not to, make or cause to be made any election under Treasury Regulation Section 301.9100-22 (ivor any similar provision of state, local law) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency Group Company treated as a partnership for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundU.S. federal income tax purposes. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled If written notice of a Tax audit or claim is received from any Taxing Authority which, if successful, might result in an indemnification payment pursuant to indemnification under this Agreement Article IX (a “Tax Indemnified PartyClaim”) will ), the indemnified party receiving such notice shall promptly notify the indemnifying party in writing of such Tax Claim (and provide prompt written copies of any documents received from the Taxing Authority in respect of such claim); provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the other parties extent the indemnifying party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any pending or threatened correspondence received from the Taxing Authority. (ii) Sellers shall have the right to control, at their own cost and expense, any Tax audit, assessment or proceeding or other Claim involving the Company Group for any Pre-Closing Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementPeriod; provided, however, that any delay or failure to give such prompt (i) Sellers shall have provided Buyer with a joint written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except electing to the extent the indemnifying party’s defense control such Tax Claim within ten (10) days after receiving written notice from Buyer or its Affiliates of such Tax Contests is adversely prejudiced by Claim, (ii) Buyer shall have the right, at its sole cost and expense, to participate in any such delay. Written Tax Claim, (iii) Sellers shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Claim, and (iv) no Seller nor any of their respective Affiliates shall settle, compromise, appeal any adverse determination in or abandon any such Tax Claim without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned 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 provided to Buyer that it elects to control such Tax Claim pursuant to this Section 3.6(a6.04(f) will contain factual information (or fail to the extent known) describing any asserted use Commercially Reasonable Efforts to actively control such Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter)Claim; provided, however, that (A) Sellers shall have the right to participate in any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense 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 Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiryClaim, and (iiiC) arrange for a representative of the other to be present at (but Buyer shall not participate insettle, except as otherwise provided in Section 3.6(d) below) all meetings with compromise, appeal or abandon any such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt Claim without obtaining the prior written consent of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would Sellers which consent shall not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liabilityunreasonably withheld, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense conditioned or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefordelayed. (iii) The Buyer shall control any Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party Claim involving any member of the Tax Indemnified Party’s receipt of notice and demand Company Group for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidStraddle Period; provided, however, that this provision for interest will (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 construed to give the indemnifying party the right to defer payment beyond the due date hereunderunreasonably withheld, conditioned or delayed. (giv) Should To the Tax Indemnified Party or extent of any member of the Parent Group or Hxxxxxxx Beach Groupconflict between this Section 6.04(f) and Article IX, as applicable, receive a refund in this Section 6.04(f) shall govern with respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying partyClaim. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to From and after the Closing Date, Purchasers, on the one hand, and Sellers, on the other parties of any pending or threatened hand (each, the "Recipient," and together, the "Tax auditContest Parties"), assessment or proceeding or shall notify the other Tax Contest Party within ten (10) Business Days of receipt by the Recipient of written notice of any tax deficiency, proposed tax adjustment, tax assessment, tax audit, tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes or Tax Returns of the Target Companies or their Subsidiaries (each and any of the foregoing, a "Tax Contest") which Tax Contest could reasonably be expected to affect the obligations of such other Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified Contest Party, or their Affiliates, with respect to Taxes pursuant to this Agreement. A Recipient's failure to comply with this notice provision shall not affect such Recipient's right to indemnification pursuant to this Agreement unless (and only to the extent that) the other Tax Contest Party is adversely prejudiced as a consequence of such failure. (i) If a Tax Contest relates to a Pre-Closing Tax Period or a Straddle Period, Sellers shall, at their expense, control the defense and settlement of such Tax Contest and Purchasers, at Purchasers' expense and with counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Contest; provided, however, that, if the resolution of such Tax Contest would increase the Tax liability of Purchasers or any of their Affiliates for any Post-Closing Straddle Period or Post-Closing Tax Period or otherwise adversely affect Purchasers or any of their Affiliates, Sellers shall (a) conduct such Tax Contest diligently and in good faith, (b) consult in good faith with Purchasers before taking any action in connection with such Tax Contest that might adversely affect Purchasers or any delay of their Affiliates, (c) consult in good faith with Purchasers and offer Purchasers a reasonable opportunity to comment before submitting to any Governmental Authority any written materials prepared or failure furnished in connection with such Tax Contest, and (d) not settle, discharge, compromise, or otherwise dispose (each, a "disposition") of such Tax Contest without obtaining the prior written consent of Purchasers, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Purchasers shall, at their expense, control the defense and settlement of all Tax Contests other than those described in Section 5.18(f)(i). Sellers, at Sellers' expense and with counsel of their own choosing, shall have the right to give such prompt written notice will not affect participate fully in all aspects of the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is Contest if the resolution of such Tax Contest would increase the Tax liability of Sellers or otherwise adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(aaffect Sellers or any of their Affiliates. (iii) will contain factual information (Each Tax Contest Party shall promptly provide to the extent known) describing any asserted other Tax liability in reasonable detail and will be accompanied by Contest Party copies of any notice all written notices and other documents received from any Governmental Authority with respect to any Tax Authority in respect of any Contest (provided that the Tax Contest Party receiving such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify notice or other document may redact from such copies information not reasonably related to or necessary for determining amounts for which the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other Contest Party may be liable hereunder with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject Notwithstanding anything to satisfaction the contrary contained herein, in the event the Entity-Level Purchase Price Allocation, the Purchase Price Allocation or any of the conditions herein set forth338(h)(10) Allocations are disputed by any Governmental Authority, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on receiving notice of such terms dispute shall promptly notify and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying other party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date concerning resolution of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderdispute. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party If a claim shall be made by any Governmental Authority that, if successful, would result in the indemnification of an Indemnified Taxpayer, the Indemnified Taxpayer shall notify Sellers’ Representative in writing of that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementfact; provided, however, that any delay or failure to give such prompt written the notice will not affect waive any rights of the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersIndemnified Taxpayer. (b) Each Sellers shall have the right to defend the Indemnified Taxpayer against the claim with counsel of Parent and Hxxxxxxx Beach will promptly notify its choice satisfactory to the other Indemnified Taxpayer so long as (A) Sellers’ Representative notifies the Indemnified Taxpayer in writing if it obtains knowledge within 15 days after the Indemnified Taxpayer has given notice of the claim that Sellers will jointly and severally indemnify the Indemnified Taxpayer from and against the entirety of any Tax Authority has begun Losses the Indemnified Taxpayer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (B) Sellers’ Representative provides the Indemnified Taxpayer with evidence reasonably acceptable to investigate the Indemnified Taxpayer that Sellers will have the financial resources to jointly and severally defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Indemnified Taxpayer, Sellers’ Representative provides to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel satisfactory to the Indemnified Taxpayer, that there exists a reasonable basis for the relevant Company to prevail in that contest, (D) if the Indemnified Taxpayer is required or inquire into requested to pay the Spin-Off (whether or not such investigation or inquiry Tax claimed and xxx for a refund, Sellers shall have jointly and severally advanced to the Indemnified Taxpayer, on an interest free basis, the full amount the Indemnified Taxpayer is a formal or informal investigation or inquiryrequired to pay, and whether (E) Sellers conduct the defense of the claim actively and diligently. (c) Subject to the provisions of paragraph (b) above, Sellers shall be entitled to prosecute the contest to a determination in a court of initial jurisdiction, and if Sellers’ Representative shall reasonably request, to a determination in an appellate court; provided that, if requested by the Indemnified Taxpayer, Sellers’ Representative shall provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel reasonably satisfactory to the Indemnified Taxpayer, that there exists a reasonable basis for the relevant Company to prevail on that appeal. (d) Sellers shall not be entitled to settle or not to contest any claim relating to Taxes if the party obtaining such knowledge has 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 obligation Tax of the Indemnified Taxpayer or of any Affiliate of the Indemnified Taxpayer for any taxable period ending after the Closing Date to indemnify increase (including by making any election or taking any action having the other 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. (e) If, after actual receipt by the Indemnified Taxpayer of an amount advanced by Sellers pursuant to Subsection 10.3.3(b)(D), the extent of the liability of the Indemnified Taxpayer with respect to such matterthe indemnified matter shall be established by the judgment or decree of a court that has become final or a binding settlement with an administrative agency having jurisdiction thereof that has become final, the Indemnified Taxpayer shall promptly pay to Sellers, in the proportion to the amounts paid by each Seller, any refund received by or credited to the Indemnified Taxpayer with respect to the indemnified matter (together with any interest paid or credited thereon by the Governmental Authority and any recovery of legal fees from the Governmental Authority); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Indemnified Taxpayer shall have been indemnified and held harmless from all Tax Contest is adversely prejudiced Losses by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies reason of any notice and other documents received from any Tax Authority in respect indemnification payments retained by the Indemnified Taxpayer net of any such matters. Each of Taxes imposed on the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority Indemnified Taxpayer with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred indemnification payments received by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense Taxpayer or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the receipt of any payment from the Governmental Authority. Notwithstanding the foregoing, the Indemnified Liability less Taxpayer shall not be required to make any amounts to be paid directly by payment hereunder before the indemnifying party time that Sellers shall have made all payments or indemnities then due to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, Taxpayer pursuant to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed If any of the conditions in writingSection 10.3.3(b) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the indemnifying party claim in any manner it may deem appropriate (and the Indemnified Taxpayer need not consult with, or obtain any consent from, Sellers in connection therewith), (B) Sellers will pay jointly and severally reimburse the Indemnified Taxpayer promptly and periodically for the costs of defending against the claim (including attorneys’, accountants’ and experts’ fees and disbursements) and (C) Sellers will remain jointly and severally responsible for any Losses the Indemnified Taxpayer may suffer to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published fullest extent provided in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees10.3.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt Buyer and Seller shall give written notice to the other parties party of the receipt of any pending or threatened written notice of any Tax audit, assessment or proceeding or other Tax Contest Contest. Such written notice to Seller shall be provided by Buyer no later than the earlier of which the Tax (i) ten (10) Business Days of receipt by such Buyer Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt of written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(aContest, and (ii) will contain factual information thirty (30) days prior to the extent knowndeadline for responding to the notice of the Tax Contest (or, if Buyer or its Affiliates did not receive the notice more than thirty (30) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect days prior to such matterdeadline, as promptly as practicable); provided, however, that any delay or a failure to give such prompt written notice will to Seller shall not affect the indemnifying party’s relieve Seller of its indemnification obligations under this Agreement obligations, except to the extent that Seller is prejudiced by such delay or failure. Seller may, at its own expense, participate in and assume the indemnifying partydefense of any such Tax Contest; provided that (i) Seller’s defense potential liability to indemnify Buyer exceeds Buyer’s potential liability (which is not subject to indemnification by Seller) in connection with such Tax Contest, and (ii) Seller notifies Buyer in writing of its intent to so participate and assume control within ten (10) Business Days of Seller’s receipt from Buyer of notice of such Tax Contest is adversely prejudiced by Contest. If Seller does not so notify Buyer in writing, then Buyer shall assume control of such delayTax Contest. Such notice will contain factual information (The party assuming such defense shall be referred to herein as the extent known) describing any asserted Tax liability in reasonable detail “Controlling Party,” and will the other party shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of referred to herein as the parties will 9“Non-Controlling Party.” (ib) consult with The Controlling Party shall have the other from time to time sole discretion as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf defense of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiryContest, and (iii) arrange for a representative of the other to be present at Non-Controlling Party shall have the right (but not the duty) to participate inin the defense thereof and to employ counsel, except as otherwise provided at its own expense, separate from counsel employed by the Controlling Party. Prior to engaging in Section 3.6(d) below) all meetings written correspondence with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)any Taxing Authority, the indemnifying party will confirm in writing Controlling Party shall provide the Non-Controlling Party with an opportunity to review and comment on drafts of any such written correspondence. The Non-Controlling Party shall have at least five (5) Business Days to review and comment on any such correspondence, and the Tax Indemnified Controlling Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes shall consider any such comments in good faith that and shall not file or submit such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability correspondence without the written consent of the indemnifying partyNon-Controlling Party, such consent not to be unreasonably withheld, delayed, or conditioned. The Tax Indemnified Non-Controlling Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party shall also have the right to defer payment beyond attend any tax meetings with a Taxing Authority (including meetings with examiners ) or hearings or proceedings before any Taxing Authority to the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party extent they relate to any Tax Authority on the Tax Indemnified Party’s behalf, Contests for which an indemnity may be sought pursuant to Section 6.03. The Controlling Party shall not settle or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should otherwise resolve any such amounts that would otherwise be refundable to Tax Contest without the Tax Indemnified Party be applied or credited by the Tax Authority to obligations prior written consent of the Tax Indemnified Party Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying partydelayed. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that If written claim is made against an Indemnitee for, or any Indemnitee acquires actual knowledge of a claim relating to, Taxes with respect to which Lessee is or may be entitled to indemnification under this Agreement (liable for a “Tax Indemnified Party”) will provide prompt written payment or indemnity hereunder, such Indemnitee will, and Lessor shall cause such Indemnitee to, promptly give Lessee notice to the other parties in writing of any pending such claim or threatened Tax auditTax; PROVIDED, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, howeverHOWEVER, that any delay or such Indemnitee's failure to give notice will not relieve Lessee of its obligations hereunder, except as to Taxes and expenses which would have been avoidable in the absence of, and penalties resulting from, such Indemnitee's failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delaynotice. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 So long as (i) consult with the other from time to time as to the conduct a contest of such investigation Taxes does not involve any danger of the sale, forfeiture or inquiryloss of the Aircraft or any interest therein, (ii) provide Lessee has provided Lessor with an opinion of independent tax counsel acceptable to such Indemnitee that a meritorious basis exists for contesting such claim and (iii) Lessee has made adequate reserves for such Taxes or, if required by the other relevant Indemnitee, an adequate bond has been posted by Lessee, then the Indemnitee at Lessee's written request will in good faith, with copies due diligence and at Lessee's sole cost and expense, contest (or, upon Lessee's written request, permit Lessee to contest in the name of the Indemnitee) the validity, applicability or amount of such Taxes. If such contest is to be initiated by the payment of, and the claiming of a refund for, any Taxes, Lessee shall advance to the relevant Indemnitee sufficient funds (on an interest-free basis) to make such payments and shall have agreed to indemnify such Indemnitee for any tax consequences resulting from such advance of funds. Although the relevant Indemnitee may consult in good faith with Lessee concerning the conduct of any contest, such Indemnitee shall control the conduct of all correspondence provided on its behalf (proceedings relating to any such contest which is brought by or on behalf of such Indemnitee. Any contest initiated hereunder may be settled or discontinued by the relevant Indemnitee at any member of time provided that such Indemnitee shall have waived any right to indemnification for the Parent Group or Taxes being contested. Notwithstanding the Hxxxxxxx Beach Groupforegoing, if (x) a claim relates solely to Taxes for which -45- the Lessee has acknowledged in writing that it is liable under this Section 10, (y) such Tax Authority with respect to such investigation or inquiryclaim can be severed and contested separately from all other claims asserted against the relevant Indemnitee by the same taxing authority, and (iiiz) arrange Lessee has made adequate reserves for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication wouldTaxes claimed or, if imposed upon or incurred requested by the Tax Indemnified Partysuch Indemnitee, be has posted an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only adequate bond for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liabilitypayment of such Taxes, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party willthen Lessee may, at the indemnifying party’s its sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim contest of the Tax Authoritysuch claim, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost provided that the Tax Indemnified Party would not prevail upon any Lessee shall keep such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party Indemnitee fully informed as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative proceedings relating to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any courtsuch contest. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled If any Governmental Authority issues to indemnification under a Company (i) a notice of its intent to audit or conduct another proceeding or Action with respect to a Pass-Through Return or (ii) a notice of deficiency for Taxes in respect of a Pass-Through Return, Buyer shall notify the Sellers’ Representative of its receipt of such communication from the Governmental Authority within thirty (30) days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement Agreement, except to the extent such failure or delay prejudices the Sellers or Sellers’ Representative. (ii) A Company shall control any audit or other proceeding in respect of any Tax Return or Taxes of such Company (a “Tax Indemnified PartyContest”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that if any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (relates to the extent known) describing any asserted Tax liability in reasonable detail and will a Pass-Through Return for which Sellers would reasonably be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other expected to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining liable pursuant to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)this Agreement, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party willSellers’ Representative, at the indemnifying party’s Sellers’ sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the shall control such Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidContest; provided, however, that this provision for interest will not be construed (i) Buyer shall promptly, and shall cause a Company to give promptly, file any powers of attorney or other documents required or reasonably requested by the indemnifying party Sellers’ Representative to allow the Sellers’ Representative to control such Tax Contest; (ii) while it controls a Tax Contest, the Sellers’ Representative shall keep Buyer reasonably informed regarding the status of such Tax Contest; (iii) Buyer, at its sole cost and expense, shall have the right to defer payment beyond participate, or cause a Company to participate in such Tax Contest; and (iv) the due date hereunder. Sellers Representative shall not settle, resolve, or abandon (gand shall not allow a Company to settle, resolve, or abandon) Should the such Tax Contest that could result in a Buyer Indemnified Party or any member incurring a Tax without the prior written permission of the Parent Group or Hxxxxxxx Beach GroupBuyer (which shall not be unreasonably withheld, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalfconditioned, or paid by the indemnifying party to the delayed). Buyer shall control all other Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt Contests (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in other than any Tax Contest involving any matter that may result in an Indemnified Liabilityrelates solely to a Pass-Through Return for which Sellers would reasonably be expected to be liable). Parent Notwithstanding the foregoing, the Sellers, at their sole cost and Hxxxxxxx Beach agree that such cooperation will include making available expense, shall be responsible for controlling all audits and other proceedings relating to the Seller Returns and any other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption Taxes or Tax Returns of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeesthe Sellers.

Tax Contests. (a) Each party that The Buyers agree to give written notice to the Sellers’ Representatives of the receipt of any written notice by the Company, the Buyers or any their Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be entitled sought by the Buyers pursuant to indemnification under this Agreement Article VII (a “Tax Indemnified PartyClaim”); 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 than Tax Claims related to Straddle Periods) will provide prompt written notice or relating to the a Tax (other parties of any pending or threatened than Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware related to a Straddle Period) for which the Tax Indemnified Party is indemnified Sellers otherwise may be liable pursuant to this Agreement, and to employ counsel of Sellers’ Representative choice at Sellers’ Representatives expense; provided, however, that Buyers and their Representatives shall be permitted, at Buyers’ expense, to be present at, and participate in, any delay such claim and neither the Sellers’ Representatives nor the Sellers can settle such Tax Claim (either administratively or failure after the commencement of litigation) without LP Buyer’s prior written consent (not to give such prompt written notice will not affect be unreasonably withheld, conditioned or delayed) if the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense settlement or resolution of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to Claim may have adverse effect on the extent known) describing any asserted Tax liability in reasonable detail of the LP Buyer and will be accompanied by copies of its Affiliates, including the Company, for any notice and other documents received from period after Closing, provided, further that the LP Buyer shall control any Tax Authority in respect Claims related to Straddle Periods and neither Buyers nor any Affiliates of the Buyers shall settle any such matters. Tax Claim without the Sellers’ Representatives prior written consent (bnot to be unreasonably withheld, conditioned or delayed) Each of Parent and Hxxxxxxx Beach will promptly notify if the other in writing if it obtains knowledge that any Tax Authority has begun to investigate settlement or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense resolution of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to Claim may have an adverse effect on the extent known) describing any asserted Tax liability in reasonable detail and will of the Sellers for any period Pre-Closing Tax Periods. Neither Buyers nor any Affiliate of the Buyers shall be accompanied by copies entitled to settle, either administratively or after the commencement of any notice and other documents received from litigation, any Tax Authority in respect of any such matters. Each Claim which could adversely affect the liability of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange Sellers for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters Taxes relating to any taxable period ending on or before the Indemnified Liability. (ii) The indemnifying party will pay all expenses related Closing Date or to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability Straddle Period without the prior written consent of the indemnifying party. The Tax Indemnified Party willSellers’ Representatives, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts not to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Partyunreasonably withheld, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundconditioned or delayed. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party that may be entitled to indemnification under this Agreement (Buyer shall deliver a “Tax Indemnified Party”) will provide prompt written notice to the Seller Representative in writing promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other parties administrative or court Proceeding with respect to Taxes of any pending of Target or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware Transferred Partnerships for which the Sellers may be liable (“Tax Indemnified Party is indemnified pursuant Contest”) and shall describe in reasonable detail (to this Agreement; the extent known by Buyer) the facts constituting the basis for such Tax Contest, the 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 so notify the Seller Representative shall not relieve the Sellers of any delay obligation or failure liability that the Sellers may have to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement Buyer except to the extent that the indemnifying party’s defense of such Tax Contests is adversely Seller Representative demonstrates that the Sellers are prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matterstherein. (bii) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with With respect to such matter); provided, however, that Tax Contests for Taxes of each of Target and the Transferred Partnerships for a Pre-Closing Period for which the Sellers would have liability for any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations payments under this Agreement except Agreement, the Seller Representative may elect to assume and control the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such written notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof Buyer within thirty (30) days following receipt after delivery by Buyer to the Seller Representative of notice provided in Section 3.6(athe Tax Claim Notice. If the Seller Representative elects to assume and control the defense of such Tax Contest, the Seller Representative (A) hereofshall bear its own costs and expenses, (B) shall be entitled to engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or xxx for refund where applicable Law permits such refund suit, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability(3) contest, if required, and the indemnifying party fails to furnish a guarantee settle or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of compromise the Tax Contest in accordance any permissible manner, provided, however, that the Seller Representative shall not settle or compromise (or take other actions described herein with this Section 3.6(e). 10 respect to) any Tax Contest without the prior written consent of Buyer (isuch consent not to be unreasonably withheld, delayed or conditioned) The Tax Indemnified Party will diligently defend against the claim of if such settlement or compromise would reasonably be expected to adversely affect the Tax Authority, liability of Buyer or any of its Affiliates (including any of Target or the pursuit of Transferred Partnerships) for any Tax period ending after the appeal Closing Date. If the Seller Representative elects to assume the defense of any adverse determinations Tax Contest, the Seller Representative 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 the appropriate tribunal Seller Representative sends such correspondence to any Taxing Authority), (unless advised y) consult with Buyer in writing by independent outside counsel in its reasonable judgment at connection with the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon defense or prosecution of any such appealTax Contest and (z) provide such cooperation and will employ such resourcesinformation as Buyer shall reasonably request, including independent counseland Buyer shall have the right to participate, at its own expense, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate incontrol) all meetings the defense of such Tax Contest (including participating in any discussions with the relevant applicable Taxing Authorities regarding such Tax Authority and all hearings before any courtContests). (iii) The In connection with any Tax Indemnified Party Contest that relates to Taxes of each of Target and the Transferred Partnerships for a Pre-Closing Period that the Seller Representative does not elect to control pursuant to Section 10.09(e)(ii), 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 10.09(e)(iii)), and the Seller Representative agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 10.09(e)(iii) and controlled by Buyer, Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to such Tax Contest (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 Buyer sends such correspondence to any Taxing Authority), (y) 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 own costs and expenses, the Seller Representative shall have the right to participate, at its own expense, in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Contests). Buyer may not settle or compromise any Tax Contest of a Pre-Closing Period without the prior written consent of the Seller Representative (which will not settle, compromise be unreasonably withheld or concede delayed) if the Sellers would be liable for any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstanceindemnification payments under this Agreement. (fiv) Unless otherwise agreed In connection with any Tax Contest for Taxes of each of Target and the Transferred Partnerships for any Straddle Period, such Tax Contest shall be controlled by Buyer; provided that, and only to the extent that the Sellers would have liability for any indemnification payments under this Agreement, Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller Representative, such consent not to be unreasonable withheld, conditioned or delayed. Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to such Tax Contest (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 Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller Representative in writingconnection 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 own costs and expenses, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party Seller Representative shall have the right to defer payment beyond participate in (but not control) the due date hereunderdefense of such Tax Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Contests). (gv) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise Contests shall be refundable to the Tax Indemnified Party be applied or credited governed exclusively by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees10.09(e).

Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (a) Each in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue, and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party that may be entitled to indemnification which has responsibility for filing the Tax Return under this Agreement (hereinafter the "RESPONSIBLE PARTY") with respect to which there could be an increase in liability for any Tax or with respect to which a “payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementAuthority and shall control all audits and similar proceedings; provided, however, that any delay or failure to give such prompt written notice will not affect Goodrich shall be treated as the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other Responsible Party with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced anx Xxx Xxturn filed by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent EnPro Tax Group for any Pre-Distribution Taxable Period ending on or before the acquisition of Coltec by Goodrich. If no Tax Return is or was required to be filed in respect xx xx Xxdemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate with the other party in the settlement of any Indemnity Issue and to take such other party's interests into account. Notwithstanding any other provision of this Agreement, if Goodrich has materially satisfied its obligations under this Agreemenx xxx XxPro fails to permit Goodrich to control any audit or proceeding regarding any Indemnity Ixxxx xxxating to (a) the qualification of the Distribution as tax-free to Goodrich under Section 361(c) of the Code or (b) the qualification of xxx xxxnsaction undertaken pursuant to the Transaction Agreements or described in the Ruling Request or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for Opinion as a representative transaction described in Section 355 of the other to be present at (but not participate inCode, except as a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code, or an otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a)tax-free transaction, the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would then Goodrich shall not be liable for and shall not indemnify the EnPro Tax Xxxxx for any Tax deficiency resulting from an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date determination of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderIndemnity Issue. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. Buyer, the Acquired Companies and their Subsidiaries, on the one hand, and Sellers and their Affiliates, on the other hand, shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period (a) Each party that may be entitled to indemnification under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Indemnified PartyMatter”) will provide prompt written notice ). Any failure to so notify the other Party of any Tax Matter shall not relieve such other Party of any liability with respect to such Tax Matters except to the other parties extent such Party was actually and materially prejudiced as a result thereof. Except with respect to Tax Matters solely relating to Flow-Through Taxes, Buyer shall have sole control of the conduct of all Tax Matters, including any pending settlement or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementcompromise thereof; provided, however, that any delay or failure to give such prompt written notice will not affect Buyer shall keep Sellers reasonably informed of the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies progress of any notice Tax Matter and other documents received from any Tax Authority in respect of shall not effect any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate settlement or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other compromise with respect to which Sellers are liable without obtaining Sellers’ prior written consent thereto, which shall not be unreasonably withheld or delayed. Sellers shall be entitled to control Tax Matters solely relating to Flow-Through Taxes (each such matterTax Matter, a “Flow-Through Tax Matter”); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult Buyer shall have the right to participate in any such Flow-Through Tax Matter at its own expense and with the other from time to time as to the conduct counsel of such investigation or inquiryits own choosing, (ii) provide Sellers shall keep Buyer reasonably informed of the other with copies of all correspondence provided on its behalf (or on behalf progress of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Flow-Through Tax Authority with respect to such investigation or inquiry, Matter and (iii) arrange for a representative of the other to be present at (but Sellers shall not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation effect any settlement or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to any Flow-Through Tax Matter that could adversely impact the Indemnified Liability less Taxes or Tax positions of the Acquired Companies in any amounts to be paid directly by taxable period following the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified PartyClosing without obtaining Buyer’s prior written consent thereto, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may which shall not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee unreasonably withheld or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claimdelayed. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. If Parent or any of its Affiliates (aincluding the Group Companies) Each party that may be entitled to indemnification under this Agreement (receives any notice of a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment assessment, or proceeding or other adjustment relating to the Group Companies which may give rise to an indemnification obligation under Section 8.02 (a “Tax Contest Claim”), Parent shall promptly notify the Representative of which the receipt of such notice and shall describe in reasonable detail the facts and circumstances of such Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or Claim. The failure to give such prompt written notice will so notify the Representative shall not affect relieve the indemnifying party’s indemnification Shareholders of their obligations under this Agreement hereunder, except to the extent the indemnifying party’s defense Representative can demonstrate actual loss and prejudice as a result of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereoffailure. (i) Promptly upon With respect to any Tax Claim as to which there is an indemnification obligation under Section 8.02, the indemnifying party’s written acknowledgment Representative shall have 20 Business Days after receipt of such notice of a Tax Claim to assume the conduct and control of the settlement or defense thereof, and Parent shall cooperate with the Representative in connection therewith; provided that the asserted Representative shall permit Parent to participate in (in the manner described in clause (ii) below), but not control, such settlement or defense through counsel chosen by Parent (the fees and expenses of such counsel shall be borne by Parent) and further provided that the Representative shall not pay or settle such Tax Claim (or portion thereof) without the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed if such Tax Claim could reasonably be expected to result in an increased Tax liability to Parent or its Affiliates that is an Indemnified Liability not payable pursuant to Section 3.6(c) hereof, 8.02. If the indemnifying party will assume and direct Representative does not notify Parent within 20 Business Days after the defense or settlement receipt by the Representative of the notice of the Tax ContestClaim hereunder that it elects to undertake the defense thereof, subject or if the Representative elects in writing not to conduct the participation defense and consultation settlement of such Tax Claim, Parent shall have the Tax Indemnified Partyright to contest and defend the claim but shall not thereby waive any right to indemnity pursuant to Section 8.02. If the Indemnified Liability is grouped with other unrelated asserted liabilities Representative does not conduct the defense and settlement of a Tax Claim described in this clause (i), Parent shall not pay or issues in settle such Tax Claim without the proceedingconsent of the Representative, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability not to be the subject of a separate Tax Contest. If such severance is not possibleunreasonably withheld, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liabilityconditioned or delayed. (ii) The indemnifying party will pay all expenses related to For purposes of clause (i) above, if Parent or the Indemnified LiabilityRepresentative, including fees for attorneysas the case may be, accountants, expert witnesses or other consultants retained by it and, to is the extent that any such expenses have been or are paid by Party undertaking the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party defense of the Tax Indemnified Party’s receipt Claim, then the other Party will have the right to (A) participate in the defense of notice and demand for paymentthe Tax Claim with counsel selected by it (at its own cost or at the cost of the Interest Holders from the Representative Amount, as applicable), settle(B) be kept reasonably informed on a timely basis of all material communications relating to the Tax Claim (other than privileged communications), compromise or concede any portion including e-mails and filings, (C) be consulted on all material decisions relating to the defense of the Indemnified Liability without Tax Claim, including suggesting strategic approaches to the written consent defense, which suggestions the controlling party shall consider in good faith, (D) participate in meetings with Governmental Entities with respect to the Tax Claim, and (E) review and comment on drafts of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost material submissions (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take settlement proposals) to Governmental Entities (with such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party drafts and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, comments being provided on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto). (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. If Parent or any of its Affiliates (aincluding the Group Companies) Each party that may be entitled to indemnification under this Agreement (receives any notice of a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment assessment, or proceeding or other adjustment relating to the Group Companies which may give rise to an indemnification obligation of the Securityholders hereunder (a “Tax Contest Claim”), Parent shall promptly notify the Representative of which the receipt of such notice and shall describe in reasonable detail the facts and circumstances of such Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or Claim. The failure to give such prompt written notice will so notify the Representative shall not affect relieve the indemnifying party’s indemnification Securityholders of their obligations under this Agreement hereunder, except to the extent the indemnifying party’s defense Representative can demonstrate actual loss and prejudice as a result of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereoffailure. (i) Promptly upon Subject to clause (ii) below, with respect to any Tax Claim as to which the indemnifying party’s written acknowledgment Securityholders have an indemnification obligation under Section 8.02(a) or Section 8.02(b), the Representative shall have twenty (20) Business Days after receipt of such notice of a Tax Claim to assume the conduct and control of the settlement or defense thereof, and Parent shall cooperate with the Representative in connection therewith; provided that the asserted Representative shall permit Parent to participate in (in the manner described in clause (iii) below), but not control, such settlement or defense through counsel chosen by Parent (the fees and expenses of such counsel shall be borne by Parent) and further provided that the Representative shall not pay or settle such Tax Claim (or portion thereof) without the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed if such Tax Claim could reasonably be expected to result in an increased Tax liability to Parent or its Affiliates that is an Indemnified Liability not payable by the Securityholders pursuant to Section 3.6(c8.02(a) hereof, or Section 8.02(b). If the indemnifying party will assume and direct Representative does not notify Parent within twenty (20) Business Days after the defense or settlement receipt by the Representative of the notice of the Tax ContestClaim hereunder that it elects to undertake the defense thereof, subject or if the Representative elects in writing not to conduct the participation defense and consultation settlement of such Tax Claim, Parent shall have the Tax Indemnified Partyright to contest and defend the claim but shall not thereby waive any right to indemnity pursuant to Section 8.02(a) or Section 8.02(b). If the Indemnified Liability is grouped with other unrelated asserted liabilities Representative does not conduct the defense and settlement of a Tax Claim described in this clause (i), Parent shall not pay or issues in settle such Tax Claim without the proceedingconsent of the Representative, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability not to be the subject of a separate Tax Contest. If such severance is not possibleunreasonably withheld, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liabilityconditioned or delayed. (ii) The indemnifying party will pay all expenses related With respect to any Tax Claim described in clause (i) above that relates to a Straddle Period as to which the Indemnified LiabilitySecurityholders have an indemnification obligation under Section 8.02(a) or Section 8.02(b), including fees for attorneysbut only if the Representative elects under clause (i) above to undertake the defense of the Tax Claim, accountants, expert witnesses or Parent and the Representative shall jointly control the resolution and defense thereof and shall keep each other consultants retained by it and, to informed on a regular basis regarding the extent that status of any such Tax Claim. Parent and the Representative will separately be responsible for their own fees and expenses have been incurred in the settlement and defense of such Tax Claim. Neither Parent nor the Representative shall pay or are paid by settle any such Tax Claim without the Tax Indemnified Partyprior written consent of the other party, the indemnifying party will promptly reimburse the Tax Indemnified Party thereforwith such consent not to be unreasonably withheld, delayed or conditioned. (iii) The Tax Indemnified For purposes of clauses (i) and (ii) above, if Parent or the Representative, as the case may be, is the Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to undertaking the indemnifying party defense of the Tax Indemnified Party’s receipt Claim, then the other Party will have the right to (v) participate in the defense of notice and demand for paymentthe Tax Claim with counsel selected by it (at its own cost), settle(w) be kept reasonably informed on a timely basis of all material communications relating to the Tax Claim (other than privileged communications), compromise or concede any portion including emails and filings, (x) be consulted on all material decisions relating to the defense of the Indemnified Liability without Tax Claim, including suggesting strategic approaches to the written consent defense, which suggestions the controlling party shall consider in good faith, (y) participate in meetings with Governmental Entities with respect to the Tax Claim, and (z) review and comment on drafts of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost material submissions (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take settlement proposals) to Governmental Entities (with such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party drafts and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, comments being provided on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto). (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that The Buyer shall deliver a written notice to the Equityholders in writing following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, examination or other administrative or court proceeding with respect to Taxes of the Acquired Companies or their Subsidiaries for which the Equityholders may be entitled to indemnification under this Agreement liable (a “Tax Indemnified PartyContest”) will provide prompt written notice and shall describe in reasonable detail (to the other parties extent known by the Buyer, the Acquired Companies or their Subsidiaries) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Liability, if any pending or threatened (the “Tax auditClaim Notice”), assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any no delay or failure on the part of the Buyer to give such prompt written notice will not affect notify the indemnifying party’s indemnification obligations Equityholders pursuant to this Section 10.5(a) shall relieve the Equityholders of any Liability under this Agreement Section 10.2 except to the extent the indemnifying party’s defense that Equityholders are materially adversely prejudiced as a consequence of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersfailure. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with With respect to such matter); providedTax Contests for income Taxes of the Acquired Companies or their Subsidiaries for a Pre-Closing Period, however, that any delay or failure the Sellers may elect to give such prompt written notice will not affect assume and control the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such written notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof Buyer within thirty (30) days following receipt after delivery by the Buyer to the Sellers of notice provided in Section 3.6(athe Tax Claim Notice. If the Sellers elect to assume and control the defense of such Tax Contest, the Sellers (i) hereofshall 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) either pay the Tax claimed or sxx for refund where Applicable Law permits such refund suit, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability(C) contest, if required, and the indemnifying party fails to furnish a guarantee settle or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of compromise the Tax Contest in accordance any permissible manner, and the Buyer shall (and shall cause its Affiliates, including the Acquired Companies and their Subsidiaries) to cooperate with this Section 3.6(e)the Sellers in pursuing such Tax Contest. 10If the Sellers elect to assume the defense of any such Tax Contest, the Sellers shall keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest at its own cost and expense. Notwithstanding the foregoing, the Sellers shall not settle or compromise any Tax Contest without the consent of the Buyer which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Tax Contest that relates to (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal Taxes of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost Acquired Company or any of their Subsidiaries for a Pre-Closing Period that the Tax Indemnified Party would Sellers do not prevail upon any such appeal) and will employ such resourceselect to control pursuant to Section 10.5(a), including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange Taxes other than income Taxes for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. Pre-Closing Period or (iii) The a Straddle Period, such Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly Contest shall be controlled by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(eBuyer (at its own cost and expense) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; Sellers agree to cooperate with the Buyer in pursuing such Tax Contest, provided, however, that this provision for interest will none of the Buyer or its Affiliates (including the Acquired Companies or their Subsidiaries) shall enter into any settlement or compromise with respect to any such Tax Contest in a manner that would result in a material increase in any liability of the Sellers hereunder without the prior written consent of the Sellers, which consent shall not be construed unreasonably withheld, conditioned or delayed. In connection with any Tax Contest that is described in this Section 10.5(c) and controlled by the Buyer, the Buyer shall keep the Sellers reasonably informed of all material developments and events relating to give such Tax Contest and, at their own cost and expense, the indemnifying party Sellers shall have the right to defer payment beyond participate in (but not control) the due date hereunder. (g) Should the Tax Indemnified Party or any member defense of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (ai) Each party Buyer shall promptly forward or shall cause to be promptly forwarded to the Seller Representative all written communications from any Tax authority relating to any Blocker or any Company Entity with respect to a Pre-Closing Tax Period to the extent that may be entitled such matter could impact the Sellers (or any of their direct or indirect owners), including, for the avoidance of doubt, any such written communications with respect to indemnification under this Agreement any Flow-Through Income Tax Return of any Company Entity with respect to any taxable period ending on or before the Closing Date or any Straddle Period (a “Seller Tax Indemnified PartyMatter”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related Seller Representative shall have the right (but not the obligation) to control any audit or examination by any Tax authority or any other judicial or administrative proceeding with respect to any Seller Tax Matter relating exclusively to a TY23 Tax Return (each a “Seller Tax Contest”), provided that if the Seller Representative controls the conduct of such Seller Tax Contest, the Seller Representative shall (A) keep the Buyer reasonably informed with respect to the Indemnified Liabilitystatus of such Seller Tax Contest, including fees for attorneysby giving the Buyer advance notice of, accountantsand opportunity to attend, expert witnesses any in-person or telephonic meetings, (B) provide copies of any written correspondence or other consultants retained by it andsubmissions received from a taxing authority with respect to such Seller Tax Contest, (C) provide copies of any written correspondence to the extent that be provided to any Tax authority in connection with such Seller Tax Contest to Buyer for Buyer’s review and comment, with all reasonable comments of Buyer to be reflected in such correspondence or submission, and (D) not enter into any settlement of, or otherwise compromise, any such expenses have been Seller Tax Contest, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned, or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefordelayed. (iii) The Buyer shall control the conduct of (x) any Seller Tax Indemnified Party will Contest with respect to which the Seller Representative does not pay exercise its control rights pursuant to Section 7.09(h)(ii) and (unless otherwise required by y) any Seller Tax Matter that is not a proper notice Seller Tax Contest (each of assessment (x) and after prompt notification (y), a “Buyer Tax Contest”); provided, that Buyer shall (A) keep the Seller Representative reasonably informed with respect to the indemnifying party status of any such Buyer Tax Contest, including by giving the Seller Representative advance notice of, and opportunity to attend, any in-person or telephonic meetings, (B) provide copies of any written correspondence or other submissions received from a taxing authority with respect to such Buyer Tax Contest, (C) provide copies of any written correspondence to be provided to any Tax authority in connection with such Buyer Tax Contest to the Seller Representative for the Seller Representative’s review and comment, with all reasonable comments of the Seller Representative to be reflected in such correspondence or submission, and (D) not enter into any settlement of, or otherwise compromise, any such Buyer Tax Indemnified Party’s receipt of notice and demand for payment)Contest, settle, compromise or concede any portion of the Indemnified Liability without the prior written consent of the indemnifying party. The Tax Indemnified Party willSeller Representative, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party)which consent shall not be unreasonably withheld, take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one conditioned, or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining theretodelayed. (iv) Subject to satisfaction of Notwithstanding the conditions herein set forthforegoing, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment except with respect to any Seller Tax Matter relating to a Flow-Through Income Tax Return of a Company Entity for a period ending on or before the Indemnified Liability less any amounts to be paid directly by Closing Date or a Straddle Period (for which this Section 7.09(h) shall remain operative), this Section 7.09(h) shall become inoperative upon the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount final determination of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees Purchase Price pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees1.05.

Tax Contests. (a) Each If any taxing authority asserts a Tax Claim, then the party that may be entitled to indemnification under this Agreement (a “first receiving notice of such Tax Indemnified Party”) will Claim promptly shall provide prompt written notice thereof to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreementparty; provided, however, that any delay or the failure of such party to give such prompt written notice will shall not affect relieve the indemnifying party’s indemnification other party of any of its obligations under this Agreement Article VII, except to the extent that the indemnifying party’s defense of such Tax Contests other party is adversely prejudiced by such delayfailure. Written Such notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability shall specify in reasonable detail the basis for such Tax Claim and will be accompanied by copies shall include a copy of the relevant portion of any notice and other documents correspondence received from any Tax Authority in respect of any such mattersthe taxing authority. (b) Each In the case of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any a Tax Authority has begun to investigate Proceeding of or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to any of the Transferred Entities for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 7.6(d)), Seller shall have the exclusive right to control such matter)Tax Proceeding; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 Seller shall (i) consult defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with the other from time to time as to the conduct of such investigation or inquiryTax Proceeding, (ii) provide the other with copies of all correspondence provided on its behalf (not settle, compromise or on behalf of abandon any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates for any Post-Closing Period or would reasonably be expected to such investigation or inquiry, and materially increase Taxes for which Purchaser is responsible under Section 7.2,and (iii) arrange for permit Purchaser and its representatives, at their sole cost and expense, to participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority; provided, further, however, that any such settlement, compromise or abandonment resulting in the reduction or elimination of a representative Tax Asset of a Transferred Entity existing as of the other to Closing shall not for this purpose be present at (but not participate in, except considered as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation having a material adverse impact on Purchaser or inquiryany of its Affiliates for any Post-Closing Period. (c) Promptly upon receipt In the case of notice as provided a Tax Proceeding of or with respect to any of the Transferred Entities for any Straddle Period (other than a Tax Proceeding described in Section 3.6(a7.6(d)), the indemnifying party will confirm in writing Controlling Party shall have the right and obligation to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party willconduct, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s its own expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the such Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaidProceeding; provided, however, that this provision for (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 before taking any significant action in connection with such Tax Proceeding, (iii) 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, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest will in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be construed unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to give any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the indemnifying party liability of, or otherwise have an adverse effect on, the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Non-Controlling Party or any member of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any greater Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful liability in connection with any such judicial Tax Proceeding, or administrative Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred liability in connection with providing such books, records, information, officers Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or employeesPurchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. (a) Each party Except as provided in Section 12.09(f) hereof, if any Taxing Authority or other Person asserts a claim that may reasonably be expected to give rise to an indemnity obligation under this Article XII, then if a Seller receives notice of such Tax Claim, such Seller shall promptly provide written notice to Purchaser of such Tax Claim, and if a Business Subsidiary or Purchaser receives notice of such Tax Claim, Purchaser shall promptly provide written notice to Sellers of such Tax Claim. Such notice (a “Tax Claim 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. Any failure of delay with respect to the providing of notice of a Tax Claim shall not affect the indemnification obligations of Sellers, if they were to have received such notice, or Purchasers, if they were to have received such notice, except if and to the extent that they suffer actual prejudice by reason of such failure or delay and only if there was a reasonable possibility of a successful contest. (b) Where Sellers may have an indemnification obligation hereunder in respect of a tax Claim, and such claim relates to a Tax Return for which Sellers are responsible under Section 12.01(a) hereof, ARM shall have the right to defend and prosecute, at its sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by ARM to a final determination; provided, however, that (i) ARM will be required to keep the Purchaser informed in respect of all material aspects of such proceeding and Purchaser shall be entitled to indemnification under this Agreement attend all conferences meetings and proceedings with respect to such Tax Claim, (ii) ARM may not, in defending or prosecuting any such Tax Claim, take, without Purchaser’s consent, which consent may not be unreasonably withheld, conditioned or delayed, any position contrary to the positions taken by the Relevant Group on the relevant Tax Return which position could adversely affect Purchasers or their Affiliates and (iii) ARM may not settle or consent to the entry of judgment with respect to such Tax Claim without the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. (c) With respect to all Tax Claims described in Section 12.09(a) and not described in Section 12.09(b), Purchaser, if such Tax Claim may give rise to an indemnity obligation by Purchaser hereunder or ARM, if such Tax Claim may give rise to an indemnity obligation by Sellers hereunder (such party, the “Tax Indemnifying Party”), shall have 30 calendar days after the receipt or delivery, as the case may be, of the notice of Tax Claim, to provide notice to ARM or Purchaser, respectively, of its intent to defend or prosecute, at its sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted by the Tax Indemnifying Party to a Final Determination; provided however, that (i) the Tax Indemnifying Party shall keep ARM (if the Tax Indemnifying Party is Purchaser) or Purchaser (if the Tax Indemnifying Party is ARM) (such person, the “Tax Indemnified Party”) will provide prompt written notice to the other parties informed in respect of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest all material aspects of which such proceedings and the Tax Indemnified Party becomes aware for which will be entitled to attend all conferences, meetings and proceedings relating to such Tax Claim, (ii) the Indemnifying Party will not, in defending or prosecuting such claim, take any position contrary to the position taken on the related Tax Return that may adversely affect the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect its Affiliates without the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense prior consent of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would which may not be an Indemnified Liability in which case it will set forth in writing unreasonably withheld, conditioned or delayed, (iii) the Tax Indemnifying Party may not settle or consent to the entry of judgment with respect to such Tax Indemnified Party Claim, without the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation prior consent of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities , which consent shall not be unreasonably withheld, conditioned or issues in the proceeding, the Tax Indemnified Party delayed and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject where such proceeding also involves claims that would not give rise to satisfaction an indemnity obligation under this Article XII or could reasonably be expected to have a significant adverse effect on a Purchaser, a Business Subsidiary or an Affiliate of either, ARM may not control such proceeding. Where ARM may not 1- NY/2171027.1 62 control a proceeding as a result of clause (iv) of the conditions herein set forthpreceding sentence, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on Purchaser shall control such terms and for claim and, in controlling such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior claim shall be subject to the settlement, from the indemnifying party of the indemnity payment restrictions described above with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to tax Claims where it is the Tax AuthorityIndemnifying Party. The indemnifying party may direct the If a Tax Indemnified Party, at the indemnifying party’s expense, Indemnifying Party does not elect to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file defend or prosecute a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax AuthorityClaim, then the Tax Indemnified Party shall be entitled to defend or prosecute such Tax Claim, but in so doing shall be required to keep the Tax Indemnifying Party informed in respect of all material aspects of such proceedings and may assume control not settle or consent to the entry of judgment with respect to such Tax Claim without the consent of the Tax Contest in accordance with this Section 3.6(e)Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. 10 (i) The If a Tax Indemnified Party will diligently party does not vigorously defend against or prosecute a Tax Claim described in the claim of preceding sentence, then the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Indemnifying Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will may provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay notice to the Tax Indemnified Party the amount electing to defend or prosecute such Tax Claim, with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party such defense or prosecution subject to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published proviso set forth in the Wall Street Journal for each day and the actual number first sentence of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunderparagraph (c). (gd) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach GroupSellers and Purchasers each agree that they will, and will use commercially reasonable efforts to cause their Affiliates to, take such actions as applicable, receive a refund in respect of amounts paid by the indemnifying party are reasonably available to them to bifurcate any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment proceeding that involves both claims that may give rise to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying partyclaim for indemnification under this Article XII and other claims. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written If Parent or any of its Affiliates or the Representative receives notice to the other parties from any Governmental Entity of any pending proposed or threatened Tax actual audit, examination, adjustment, claim, assessment or proceeding demand concerning the amount of Taxes of the Company or any or its Subsidiaries with respect to any Pre-Closing Tax Period, such Party shall inform the other thereof within ten (10) Business Days after receipt of such notice. No failure or delay in providing such notice shall reduce or otherwise affect the obligations or liabilities of any Party hereto, except to the extent such failure or delay adversely affects the recipient Party’s ability to defend against any liability or claim with respect to such Taxes. Any notice shall be accompanied by a copy of any written notice or other document received from the applicable Governmental Entity with respect to such matter. (b) Except as otherwise provided in this Section 9.4, the Representative shall have the sole right to control, at the expense of the Stockholders, the contest of any audit, dispute or administrative, judicial or other proceeding relating to the Taxes of the Company or any of its Subsidiaries for any taxable period ending on or before the Closing Date so long as (i) the Representative notifies Parent in writing within fifteen (15) days after Parent (or Parent’s Affiliate) has given notice of such claim that the Stockholders will indemnify the Parent Indemnified Parties from and against the entirety of any Tax Contest Losses the Parent Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, and (ii) the Representative conducts the defense of the claim actively and diligently. If any of the conditions in the preceding sentence are or become unsatisfied, (A) Parent may defend against, and, with the consent of the Representative (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner that it may deem appropriate, (B) the Stockholders will reimburse Parent for the reasonable costs of defending against the claim (including attorneys’, accountants’ and experts’ fees and disbursements) and (C) the Stockholders will remain responsible for any Tax Losses the Parent Indemnified Party becomes aware Parties may suffer to the fullest extent provided in this Article IX. If the Representative elects to control any such contest, Parent may, at its expense, participate in such contest. Parent shall have the sole right to control, at its expense, the contest of any audit, dispute or administrative, judicial or other proceeding relating to the Taxes of the Company or any of its Subsidiaries for which any Straddle Period or for any period commencing after the Closing Date. If Parent elects to control any such contest relating to any Straddle Period, the Representative may, at its expense, participate in such contest. No audit, dispute or administrative, judicial or other proceeding may be settled (i) in the case of any such contest relating to a Pre-Closing Tax Indemnified Party is indemnified pursuant Period by the Representative without Parent’s prior written consent if such settlement would have an adverse impact on Parent or any of its Affiliates, or (ii) in the case of any such contest relating to this Agreementa Straddle Period, by Parent without the Representative’s prior written consent if such settlement would have an adverse impact on any Stockholder; provided, however, that any delay or failure to give no such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred consent by the Tax Indemnified Party, Representative or Parent shall be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such beliefunreasonably withheld or delayed. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. If Buyer receives any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding relating to Taxes that are or could be Buyer Indemnified Taxes (aa "TAX PROCEEDING"), then Buyer shall promptly notify Seller thereof in writing and shall send a copy of such notice to Electronic Data Systems Corporation, EDS Tax Department, 0000 Xxxxxx Xxxxx, Xxxx Xxxx X0-0X-00, Xxxxx, Xxxxx 00000; Tel (972) Each party 000-0000; Fax (000) 000-0000; Attn: Corporate Tax Director; provided however, that no delay on the part of Buyer in notifying Seller shall relieve Seller from any obligation hereunder unless (and then solely to the extent) Seller is actually and materially prejudiced thereby. Seller will have the exclusive right to control any Tax Proceedings involving a Seller Consolidated Return. With respect to any Tax Proceeding (other than a Tax Proceeding that involves a Seller Consolidated Return) Seller will have the exclusive right to control any such Tax Proceeding relating to Taxes that are or could be Buyer Indemnified Taxes or that could result in a refund payable to Seller pursuant to Section 8.2(f) so long as (i) Seller notifies Buyer, within fifteen (15) Business Days after Buyer has given notice of such Tax Proceeding to Seller, that Seller wishes to control such Tax Proceeding and that the Seller will indemnify Buyer from and against the entirety of any and all Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, or caused by Buyer Indemnified Taxes resulting from such Tax Proceeding (and Seller will be deemed to have so notified Buyer with respect to each such Tax Proceeding listed on Section 3.7(c) of the Company Disclosure Letter), (ii) Seller conducts the defense of such Tax Proceeding in an active and diligent manner, and (iii) such Tax Proceeding does not involve an issue for which both Seller or its Affiliates and Buyer or its Affiliates could be liable (and not indemnified by the other party). So long as the conditions set forth in the preceding sentence are and remain satisfied, then Seller may control the relevant Tax Proceeding and Buyer may retain separate co-counsel at its sole cost and expense. If Seller does not deliver the notice contemplated by the second preceding sentence within fifteen (15) Business Days after Buyer has given notice of the relevant Tax Proceeding to Seller, or Seller otherwise at any time fails to conduct the defense of the Tax Proceeding actively and diligently, Buyer shall be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to have sole control over the other parties defense or settlement, compromise, admission or acknowledgement of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementProceeding; provided, however, that any delay Seller shall be entitled to participate in such action at its own expense; and provided, further, that Buyer shall make no settlement, compromise, admission, or failure acknowledgement that would give rise to give such prompt liability on the part of Seller without the prior written notice will consent of Seller not affect to be unreasonably withheld. If clause (iii) of the indemnifying party’s indemnification obligations under this Agreement except third preceding sentence is or becomes unsatisfied, Buyer may defend, and may consent to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies entry of any notice and other documents received from judgment or enter into any Tax Authority in respect of any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate compromise or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other settlement with respect to such matter); the Tax Proceeding, provided, however, that any delay or failure to give such prompt written notice Seller will not affect be bound by the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect entry of any such mattersjudgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). Each In the event that Buyer conducts the defense of any Tax Proceeding pursuant to any of the parties preceding sentences, Seller will 9 (i) consult with reimburse Buyer promptly and periodically for the other from time portion of the costs of defending such Tax Proceeding (including reasonable attorneys' fees and expenses) that relates to time as to the conduct of such investigation or inquiry, Buyer Indemnified Taxes and (ii) provide the remain responsible for any and all other with copies of all correspondence provided on its behalf (Adverse Consequences that Buyer may incur or on behalf of any member of the Parent Group suffer resulting from, arising out of, relating to, or the Hxxxxxxx Beach Group) to caused by Buyer Indemnified Taxes resulting from such Tax Authority with respect Proceeding to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise fullest extent provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon 8.2(d). Buyer shall have the indemnifying party’s written acknowledgment exclusive right to defend any audit or administrative or judicial proceeding relating to Taxes that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying partyProceeding. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party The Purchaser will notify the Holder Representative in writing within 10 Business Days of receipt of written notice of any Proceeding with respect to Taxes that may reasonably could be entitled expected to indemnification affect the Liability for Indian Taxes (including an Indian Proceeding) or Retained Taxes of the Effective Time Holders under this Agreement (a “Tax Indemnified PartyContest”) ). The Holder Representative will provide prompt notify Purchaser in writing within 10 Business Days of receipt by the Holder Representative of written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest involving any of which the Tax Indemnified Party becomes aware for which Acquired Companies, or assets held by any of the Tax Indemnified Party is indemnified pursuant Acquired Companies (even if such notice relates solely to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such mattersRetained Taxes). (b) Each The Purchaser will control any and all Tax Contests of Parent the Acquired Companies, including the defense and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun (subject to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matterSection 9.4(c); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense ) settlement of such Tax Contest is adversely prejudiced by such delayContest. Such notice The Purchaser will contain factual information (to i) keep the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies Holder Representative reasonably informed of any notice and other documents received from any Tax Authority in respect the progress of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiryTax Contest, (ii) provide the other with Holder Representative copies of all written correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) and other documents relevant to such Tax Authority with respect to such investigation or inquiryContest, and (iii) arrange allow the Holder Representative to provide reasonable input; provided, nothing in this Section 9.4(b) will require the Purchaser to provide Holder Representative correspondence or other documents which contain Tax or financial information regarding the Purchaser or its Affiliates (other than the Acquired Companies), including correspondence or other documents pertaining to a consolidated group of which the Company is a member, but not the common parent, provided that if any such correspondence or other documents contain information which would reasonably be expected to affect the Liability for a representative Indian Taxes or Retained Taxes of the other Effective Time Holders under this Agreement, Purchaser will provide to be present at the Holder Representative a description of such information in reasonably sufficient detail to enable the Holder Representative to ascertain its effect on such Liability of the Effective Time Holders. (c) The Holder Representative shall have the right (but not the duty) to participate inin the defense of any such Tax Contest and to employ counsel (at the expense of and on behalf of the Effective Time Holders as provided for in Section 11.1), separate from the counsel employed by the Purchaser to participate in such defense. The Purchaser may not settle any such Tax Contest in any manner which would adversely affect the Effective Time Holders and shall not pay (or commit to pay) any amount with respect to the Indian Taxes without the prior written consent of the Holder Representative (which will not be unreasonably withheld, conditioned or delayed); provided that nothing herein shall require the Purchaser to appeal or to continue to prosecute or pursue a Tax Contest, except that, if the Holder Representative assumes control of the Tax Contest pursuant to this Section 9.4(c), then the Purchaser shall cooperate with the Holder Representative pursuant to Section 9.5 to allow the Holder Representative to appeal or to continue to prosecute or pursue such Tax Contest. If the Purchaser does not (or notifies the Holder Representative that it will not) timely respond to, proceed with, or appeal any Tax Contest, the Holder Representative may assume control of such Tax Contest (or appeal), at its own expense (on behalf of the Effective Time Holders and subject to reimbursement, at its option, from the Escrow Fund or as otherwise provided in Section 3.6(d) below) all meetings with 11.1). Thereafter the Holder Representative shall control such Tax Authority pertaining Contest (or appeal). The Holder Representative may not settle any such Tax Contest in any manner which would adversely affect the Purchaser and shall not pay (or commit to such investigation pay) any amount with respect to Indian Taxes without the prior written consent of the Purchaser (which will not be unreasonably withheld, conditioned or inquiry. delayed). If the Holder Representative has assumed control of a Tax Contest (c) Promptly upon receipt of notice as provided in Section 3.6(aor appeal), the indemnifying party will confirm in writing Holder Representative shall prepare all filings (other than Tax Returns) related to such Tax Contest, keep the Purchaser reasonably informed of the progress of such Tax Contest, provide the Purchaser copies of all written correspondence and other documents relevant to such Tax Contest, and all Tax Returns that reasonably would be expected to affect the Effective Time Holder’s Liability for Retained Taxes or Indian Taxes that are filed after the final resolution of the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred Contest shall be prepared by the Tax Indemnified Party, be an Indemnified Liability, unless Purchaser and filed consistently with the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belieffinal resolution. (d) Any proceeding that may result If it is necessary to pay or deposit any Tax amount (the “Deposit”) with respect to a Tax Contest involving Indian Taxes in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant order to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of allow the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability Contest to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. pursued or (ii) The indemnifying party will pay all expenses related to the Indemnified Liabilityavoid incurring material additional penalties, including fees for attorneys, accountants, expert witnesses interest or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment Taxes with respect to the Indemnified Liability less any amounts disputed Tax, some or all of such Deposit may, with the mutual consent of the Purchaser and the Holder Representative (such consent not to be paid directly by unreasonably withheld, conditioned or delayed), be funded from the indemnifying party Escrow Fund or from a Setoff Amount, as applicable, provided that neither the Escrow Fund nor the Setoff Amount shall be used for a Deposit unless the Threshold has been exceeded at the time of such funding based on claimed and unresolved, or previously agreed to, Losses for matters subject to the Tax Authority. The indemnifying party may direct Threshold (including the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, Deposit). The amount of any partial or full refund of the Deposit will be distributed to (x) the Escrow Fund if required, funded from the Escrow Fund and the indemnifying party fails to furnish Escrow Fund remains in existence and is available for new indemnification claims under Article 10, (y) the Party that funded the Deposit directly (if not funded from the Escrow Fund or a guarantee Setoff Amount) or performance bond satisfactory (z) otherwise to the Tax Indemnified Party in Exchange Agent for further distribution to the Effective Time Holders, with each such Effective Time Holder receiving an amount amount, equal to the amount such Effective Time Holder would have received had such partial or full refund not been used as a Deposit. To the extent the Deposit is not refunded, it shall be treated as payment of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the an indemnification claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder10.1(e). (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (a “If the ITA asserts an Israeli Tax Indemnified Party”) will Claim after the Closing, Purchaser shall promptly provide prompt written notice thereof to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementSeller; provided, however, that any delay or Purchaser’s failure to give provide such prompt written notice will shall not affect the indemnifying party’s indemnification relieve Seller of any of its obligations under this Agreement Article IX, except to the extent the indemnifying party’s defense of such Tax Contests that Seller is adversely actually prejudiced by such delayfailure. Written Such notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability shall specify in reasonable detail the basis for such Israeli Tax Claim and will be accompanied by copies shall include a copy of the relevant portion of any notice and other documents correspondence received from any Tax Authority in respect of any such mattersthe ITA. (b) Each Notwithstanding anything to the contrary in Section 9.4, in the case of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any a Tax Authority has begun to investigate Proceeding of or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to any of the Israeli Purchased Entities for any taxable period ending on or before the Closing Date, Seller shall have the exclusive right, at its sole cost and expense, to control all aspects of and represent the interests of the Israeli Purchased Entities in such matterTax Proceeding and related communications (any such Tax Proceeding, an “Israeli Pre-Closing Tax Proceeding”) (including the submission of any written materials and the preparation of any Tax Return in connection therewith); providedprovided that, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except (i) Seller shall keep Purchaser reasonably informed as to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect progress of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiryTax Proceeding, and (ii) provide Seller shall not consent to the other with copies of all correspondence provided on its behalf (or on behalf entry of any member judgement, or settle or compromise or discharge any such Israeli Pre-Closing Tax Proceeding without the prior written consent of Purchaser (which shall not be unreasonably, withheld, conditioned or delayed) if the Parent Group terms of such judgement, settlement, compromise or discharge would be binding on the Hxxxxxxx Beach Group) to such Tax Authority relevant Israeli Purchased Entity or any Affiliate thereof with respect to a material Tax position so as to require such investigation Israeli Purchased Entity or inquiryany Affiliate thereof, under the terms of such judgement, settlement, compromise or discharge, to take such Tax position in a Post-Closing Period (it being agreed and understood that nothing in this clause (iiiii) arrange for of this proviso shall be interpreted to preclude Seller from consenting to the entry of any judgement, or settling, compromising or discharging any such Israeli Pre-Closing Tax Proceeding without the prior written consent of Purchaser as a representative result of such action having the effect of (x) reducing any earnings generated by the Israeli Purchased Entities in a Pre-Closing Period or (y) settling or extinguishing any deemed intercompany loan deemed to have been created in a Pre-Closing Period on account of certain intellectual property owned by a U.K. Subsidiary of Seller being deemed as owned by an Israeli Purchased Entity (as asserted by the ITA in connection with item # 1 of Section 3.14 (Taxes) of the other Seller Disclosure Schedules)). If Seller does not elect to be present at (but not participate incontrol and represent the interests of the Purchased Entities with respect to any part of an Israeli Pre-Closing Tax Proceeding, except as otherwise provided in then Purchaser shall have the right and obligation to control such Israeli Pre-Closing Tax Proceeding and the provisions of Section 3.6(d6.9(c) below) all meetings with such Tax Authority pertaining shall apply, mutatis mutandis to such investigation or inquiryIsraeli Tax Proceeding (substituting all references therein to the “Tax Controlling Party” with “Purchaser” and all references therein to the “Tax Non-Controlling Party” with “Seller”). (c) Promptly upon receipt of notice as provided Notwithstanding anything to the contrary in Section 3.6(a9.4, in the case of a Tax Proceeding of or with respect to any of the Israeli Purchased Entities for any Straddle Period (an “Israeli Straddle Period Tax Proceeding”), the indemnifying Tax Controlling Party shall be entitled to control the defense of such Israeli Straddle Period Tax Proceeding; provided that the other party will confirm in writing (the “Tax Non-Controlling Party”) shall be entitled to participate fully (at the Tax Indemnified Party that the liability asserted Non-Controlling Party’s sole cost and expense) in the notice conduct of deficiencysuch Israeli Straddle Period Tax Proceeding, claim or adjustment or other written communication would, if imposed upon or incurred by (ii) the Tax Indemnified PartyControlling Party shall provide the Tax Non-Controlling Party with a timely and reasonably detailed account of each stage of such Israeli Straddle Period Tax Proceeding, be (iii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party before taking any significant action in connection with such Israeli Straddle Period Tax Proceeding, (iv) the Tax Controlling Party shall consult with the Tax Non-Controlling Party and offer the Tax Non-Controlling Party an Indemnified Liabilityopportunity to comment before submitting any written materials prepared or furnished in connection with such Israeli Straddle Period Tax Proceeding, unless (v) the indemnifying party believes Tax Controlling Party shall defend such Israeli Straddle Period Tax Proceeding diligently and in good faith that as if it were the only party in interest in connection with such liability would not be an Indemnified Liability in which case it will set forth in writing to Israeli Straddle Period Tax Proceeding, and (vi) the Tax Indemnified Controlling Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will shall not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should abandon any such amounts that would otherwise be refundable to Israeli Straddle Period Tax Proceeding without obtaining the Tax Indemnified Party be applied or credited by the Tax Authority to obligations prior written consent of the Tax Indemnified Party Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or any member delayed. The reasonable costs and expenses of conducting the defense of such Israeli Straddle Period Tax Proceeding shall be reasonably apportioned based on the relative amounts of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included Taxes at issue in such refund or credited amount) to Israeli Straddle Period Tax Proceeding for which Seller, on the indemnifying party. (h) Subject to the provisions of Section 3.3 hereofone hand, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to Purchaser, on the other partyhand, during normal business hoursare responsible for pursuant to this Agreement. For purposes of this Agreement, all books“Tax Controlling Party” shall mean Seller, records and information, officers and employees (without substantial interruption of employment) necessary or useful if Seller is reasonably expected to bear the greater Tax liability in connection with any such judicial Israeli Straddle Period Tax Proceeding, or administrative Purchaser, if Purchaser is reasonably expected to bear the greater Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred liability in connection with providing such booksIsraeli Straddle Period Tax Proceeding. Notwithstanding any provision in the Agreement to the contrary, recordsSeller shall not settle, informationcompromise or abandon any Israeli Straddle Period Tax Proceeding or Israeli Pre-Closing Tax Proceeding in a manner that would be reasonably likely to result in any deemed or actual dividend materially reducing earnings of the Israeli Purchased Entities generated in a Post-Closing Period (other than “zero tax” earnings) without obtaining the prior written consent of Purchaser (which consent shall not be unreasonably withheld, officers conditioned or employeesdelayed).

Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (a) Each in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue, and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party that may be entitled to indemnification which has responsibility for filing the Tax Return under this Agreement (hereinafter the "RESPONSIBLE PARTY") with respect to which there could be an increase in liability for any Tax or with respect to which a “payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this AgreementAuthority and shall control all audits and similar proceedings; provided, however, that Xxxxxxxx shall be treated as the Responsible Party with respect to any delay Tax Return filed by any member of the EnPro Tax Group for any Pre-Distribution Taxable Period ending on or failure before the acquisition of Coltec by Xxxxxxxx. If no Tax Return is or was required to give be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate with the other party in the settlement of any Indemnity Issue and to take such prompt written notice will not affect the indemnifying other party’s indemnification 's interests into account. Notwithstanding any other provision of this Agreement, if Xxxxxxxx has materially satisfied its obligations under this Agreement except and EnPro fails to permit Xxxxxxxx to control any audit or proceeding regarding any Indemnity Issue relating to (a) the extent qualification of the indemnifying party’s defense Distribution as tax-free to Xxxxxxxx under Section 361(c) of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Code or (b) Each the qualification of Parent any transaction undertaken pursuant to the Transaction Agreements or described in the Ruling Request or the Tax Opinion as a transaction described in Section 355 of the Code, a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code, or an otherwise tax-free transaction, then Xxxxxxxx shall not be liable for and Hxxxxxxx Beach will promptly notify shall not indemnify the other in writing if it obtains knowledge that EnPro Tax Group for any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense deficiency resulting from an adverse determination of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiryIndemnity Issue. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. (a) Each party that may be entitled The Purchaser shall notify the Sellers in writing promptly, and in any event within thirty (30) days, of becoming aware of the commencement after the Closing Date of any audit or administrative or judicial proceeding, or of any demand or claim on the Purchaser or any of its Affiliates, which could give rise to a claim for indemnification under this Agreement Section 7.01 (a “Tax Indemnified PartyIndemnification Event”) will provide prompt written ). Such notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will shall contain factual information (to the extent knownknown to the Purchaser or its Affiliates) describing any asserted with respect to the Tax liability Indemnification Event in reasonable detail and will be accompanied by shall include copies of any notice and or other documents document received from any Tax Authority taxing authority in respect thereof. If, in breach of any its obligations hereunder, the Purchaser fails to give the Sellers notice of a Tax Indemnification Event or fails to apprise the Sellers in sufficient detail of the nature of the claim (in each instance taking into account the facts and circumstances with respect of such mattersclaim), the Sellers shall not be liable under this Agreement for such claim to the extent, if any, that the rights of the Sellers with respect to such claim are actually prejudiced or the amount of Tax which the Purchaser would be required to indemnify is increased. (b) Each Subject to Section 7.03(d), the Sellers may elect to direct, through counsel of Parent their own choosing and Hxxxxxxx Beach will at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any Taxes for which indemnity could be sought from the Sellers under Section 7.01 and not involving any material amount of any Taxes for which Purchaser would bear financial responsibility (any such audit, claim for refund or proceeding is referred to herein as a “Tax Contest”). If the Sellers elect to direct a Tax Contest, they shall promptly notify the other Purchaser of their intent to do so and in writing if it obtains knowledge that any event within sixty (60) days of receipt of the notice of the Tax Indemnification Event relating to such Tax Contest. In the case of any Tax Authority has begun Contest, the Purchaser and each of its Affiliates, as the case may be, shall give to investigate the Sellers any information reasonably requested by the Sellers relating to such Tax Contest and otherwise shall cooperate with the Sellers in good faith in order to contest effectively any such Tax Contest. If the Sellers fail to notify the Purchaser of their election as herein provided, the Purchaser and each of its Affiliates, as applicable, shall take such reasonable steps as may be prudent and within its capacity to preserve the right of the relevant entity to contest such asserted Tax liability, may pay, compromise or inquire into contest, such asserted Tax liability and shall be reimbursed by the SpinSellers for all reasonable “out-Off (whether or not such investigation or inquiry is of-pocket” costs and expenses, including reasonable attorneys’ and accountants’ fees and disbursements incurred pursuant to this sentence to the extent attributable to a formal or informal investigation or inquiryTax liability indemnifiable by the Sellers hereunder. Notwithstanding anything to the contrary in this paragraph, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to any Tax Contest relating to, or affecting, a Consolidated Tax Return, the Sellers shall control all proceedings and may make all decisions taken in connection with such matterTax Contest (including selection of counsel), and, without limiting the foregoing, may, in their sole and absolute discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole and absolute discretion, either pay the applicable Tax liability and xxx for a refund or contest such Tax liability. If the Sellers choose to direct the Tax Contest, the Purchaser shall promptly empower and shall cause each of its Affiliates, as applicable, promptly to empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of the Sellers as they may designate to represent the Purchaser and any relevant Affiliate in the Tax Contest. With respect to any Tax Contest that Sellers elect to direct, the Sellers shall (i) keep the Purchaser reasonably and timely informed with respect to the commencement, status and nature of such Tax Contest and (ii) to the extent Sellers settle, compromise, or otherwise resolve such Tax Contest in a way that materially increases the Tax liability of the Purchaser or any of its Affiliates (including, for the avoidance of doubt, any of the Companies or the Company Subsidiaries) in a Post-Closing Tax Period, the Sellers shall reimburse the Purchaser for such increase. (c) Subject to making any payment or deposit as may be required by Law as a precondition to pursuing any judicial determination, the Sellers may cause a Tax Contest to be prosecuted to a determination in a court of initial jurisdiction or to a determination in an appellate court. (d) Nothing contained herein shall permit the Sellers to control any such Tax Contest, if the Purchaser and each of its Affiliates, as applicable, shall waive the payment by the Sellers of any amount that might otherwise be payable by the Sellers hereunder by way of indemnity in respect of such Tax Contest. Upon any such waiver, the Purchaser shall repay to the Sellers any payments made by any Seller to any taxing authority in respect of such Tax Contest (together with interest, from the date the payment to the taxing authority was made by such Seller to the date of repayment by the Purchaser, at the statutory rate which shall be applicable from time to time with respect to deficiencies for the Taxes in question). (e) The Purchaser and the Sellers shall jointly direct, each through counsel of its own choosing and its own sole cost and expense, any audit, claim for refund or administrative or judicial proceeding that relates solely to Taxes of a Company or Company Subsidiary for a Straddle Period (a “Straddle Contest”); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party Purchaser will not settle, compromise or concede any claim that would result in an Indemnified Liability unless otherwise resolve a Straddle Contest without providing the Tax Indemnified Party has made the determinationSellers with advance notice and seeking their consent, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expensewhich consent shall not be unreasonably withheld, that such settlement is reasonable in the circumstanceconditioned or delayed. (f) Unless Except as otherwise agreed provided in writingSection 7.03(e), in the event that a claim for Taxes is made in writing by any Tax authority, which, if successful, would result in an indemnity payment by the Purchaser to the Sellers under Section 7.01(b), the indemnifying party will pay to Purchaser shall have the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereundersame contest, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day timely notification and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund other rights in respect of amounts paid by such claim for Taxes that the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included Sellers have in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees7.03.

Tax Contests. (a) Each party that may The Parties shall notify each other within twenty (20) business days after receipt by it or any of its Affiliates of written notice of any pending U.S. federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to any Company Indemnified Taxes or SpinCo Indemnified Taxes for which the other Party could be entitled to indemnification under this Agreement responsible hereunder (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to this Agreement; Claim”); provided, however, that any delay or the failure to give such prompt written notice will shall not affect relieve the indemnifying party’s indemnification Parties of any of its obligations under this Agreement Section 5.7, except to the extent that the indemnifying party’s defense of such Tax Contests other Party is adversely actually and materially prejudiced by such delayfailure. Written Such notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability shall specify in reasonable detail the basis for such Tax Claim and will be accompanied by copies shall include a copy of the relevant portion of any notice and other documents correspondence received from any Tax Authority in respect of any such mattersGovernmental Authority. (b) Each of Parent and Hxxxxxxx Beach The Company will promptly notify have the other in writing if it obtains knowledge that right to control, at its own expense, any Tax Authority has begun Claim that relates to investigate or inquire into a Company Prepared Return (a “Company Controlled Claim”); provided, however, that to the Spin-Off extent such Company Controlled Claim that could reasonably be expected to result in SpinCo becoming responsible for a payment pursuant to Section 5.6(b), the Company shall (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other i) keep SpinCo reasonably informed of material developments with respect to such matterCompany Controlled Claim, (ii) consult with SpinCo before taking any significant or material action in connection with such Company Controlled Claim and (iii) to the extent such Company Controlled Claim is reasonably expected to give rise to Taxes of SpinCo, its Subsidiaries, or their Affiliates that are not Company Indemnified Taxes, not settle, compromise or abandon any such Company Controlled Claim without obtaining the prior written consent of SpinCo (such consent not to be unreasonably withheld, conditioned or delayed). (c) SpinCo will have the right to control, at its own expense, any Tax Claim that relates to a SpinCo Prepared Return (a “SpinCo Controlled Claim”); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent such Company Controlled Claim that could reasonably be expected to result in the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (Company becoming responsible for a payment pursuant to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 Section 5.6(b), SpinCo shall (i) keep the Company reasonably informed of material developments with respect to such SpinCo Controlled Claim, (ii) consult with the other from time to time as to the conduct of Company before taking any significant or material action in connection with such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, SpinCo Controlled Claim and (iii) arrange for a representative to the extent such SpinCo Controlled Claim is reasonably expected to give rise to Taxes of the other Company, Subsidiaries, or their Affiliates that are not SpinCo Indemnified Taxes, not settle, compromise or abandon any such SpinCo Controlled Claim without obtaining the prior written consent of the Company (such consent not to be present at (but not participate inunreasonably withheld, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation conditioned or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(adelayed), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified LiabilityNotwithstanding the provisions of Section 5.4(a) and Section 5.4(b) (Claims), which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with the provisions of this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment 5.7 shall exclusively control with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refundClaim. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange Except for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof5.6 and foregoing provisions of this Section 5.7, Parent any and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in all Tax sharing, Tax allocation, Tax indemnity or similar agreements, arrangements, or practices (including any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available advance pricing agreement, closing agreement or other similar written agreement relating to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection Taxes with any such judicial Governmental Authority, but excluding (i) customary commercial Contracts the primary purpose of which is unrelated to Taxes and (ii) any agreements or administrative Tax Contest. The arrangements solely between SpinCo and SpinCo Subsidiaries) to which SpinCo or any of its Subsidiaries is a party requesting or otherwise entitled subject shall be terminated as of the Distribution Date and after the Distribution Date neither of SpinCo nor any of its Affiliates shall be bound thereby, have any Liability thereunder, or be obligated to make any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employeespayment thereunder.

Tax Contests. (a) Each party that may be entitled to indemnification under this Agreement (If a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party claim is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability made in reasonable detail and will be accompanied by copies of any notice and other documents received from writing against any Tax Authority in respect of Indemnitee for any such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun Taxes which Lessee is required to investigate pay or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party against pursuant to Section 3.6(c) hereof10.3.1, will be conducted such Tax Indemnitee shall promptly notify Lessee in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant writing, provided that, without prejudice to Section 3.6(c) hereofany rights or claims for damages Lessee may have as a result of such failure, the indemnifying party failure to so notify Lessee will assume and direct not reduce Lessee's obligation under Section 10.3 except if such failure precludes the defense or settlement contest of the Tax Contest, subject such claim. Subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues next sentence, if requested by Lessee in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof writing within thirty (30) days following after receipt by Lessee of a notice provided described in Section 3.6(a) hereofthe preceding sentence, or should the such Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified LiabilityIndemnitee and, if requiredrequired or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and if such contest by such Lessee in the indemnifying party fails name of such Lessee is not permissible or allowed, shall, at the request of Lessee, permit such Lessee to furnish a guarantee or performance bond satisfactory to contest in the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control name of the Tax Contest Indemnitee and, if such contest by Lessee in accordance with this Section 3.6(e). 10 the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) The prior to taking such action Lessee shall have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount Indemnitee with respect to an Indemnified Liability (less any amount thereto or shall have paid directly by the indemnifying party to the each Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest Indemnitee that is included engaged in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another contest in a timely satisfactory manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, for all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing which such books, records, information, officers or employees.Tax

Tax Contests. After the date hereof, Purchaser, on the one hand, and Sellers, on the other hand (aeach, the “Recipient,” and together, the “Tax Contest Parties”), shall notify the other Tax Contest Party within ten (10) Each party that may be entitled Business Days of receipt by the Recipient of written notice of any tax deficiency, proposed tax adjustment, tax assessment, tax audit, tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to indemnification under this Agreement Taxes or Tax Returns of the Companies and their Subsidiaries (each and any of the foregoing, a “Tax Indemnified PartyContest”) will provide prompt written notice which Tax Contest could reasonably be expected to affect the other parties obligations of any pending or threatened Tax audit, assessment or proceeding or such other Tax Contest of which the Tax Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified Party, or their Affiliates, with respect to Taxes pursuant to this Agreement; provided, however, that any delay or . A Recipient’s failure to give such prompt written comply with this notice will provision shall not affect the indemnifying partysuch Recipient’s right to indemnification obligations under pursuant to this Agreement except unless (and only to the extent that) the indemnifying partyother Tax Contest Party is materially adversely prejudiced as a consequence of such failure. Each Tax Contest Party acknowledges and understands that, prior to the time a Recipient provides notice of a Tax Contest to the other Tax Contest Party pursuant to this Section 5.23(e), Recipient shall act in a commercially reasonable manner, and in a manner not inconsistent with the principles of this Section 5.23(e), with respect to such Tax Contest. (i) If a Tax Contest relates to a Pre-Closing Tax Period or a Straddle Period, Sellers may, at their expense, control the defense and settlement of such Tax Contest and Purchaser, at Purchaser’s expense and with counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Contest; provided that, (x) if the resolution of such Tax Contest could increase the Tax liability of, or reduce any Tax benefit available to, Purchaser or any of its Affiliates (including the Companies and their Subsidiaries) for any Post-Closing Straddle Period or Post-Closing Tax Period, Sellers shall (A) conduct such Tax Contest diligently and in good faith, (B) consult in good faith with Purchaser before taking any action in connection with such Tax Contest that might adversely affect Purchaser or any of its Affiliates (including the Companies and their Subsidiaries), (C) consult in good faith with Purchaser and offer Purchaser a reasonable opportunity to comment before submitting to any Governmental Authority any written materials prepared or furnished in connection with such Tax Contest, and (D) not settle, discharge, compromise, or otherwise dispose (each, a “disposition”) of such Tax Contest if such disposition would result in, or otherwise involve, shifting any receipts, revenues, income, or profits, from a Pre-Closing Tax Period or Pre-Closing Straddle Period to a Post-Closing Tax Period or Post-Closing Straddle Period or otherwise could reasonably be expected to have a material adverse consequence to Purchaser or any of its Affiliates (including the Companies and their Subsidiaries) without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) if the Sellers do not assume the control of such Tax Contest, Purchaser shall be entitled to control such Tax Contest, including the settlement, discharge, compromise, or otherwise of such Tax Contest. (ii) Purchaser shall, at its expense, control the defense and settlement of all Tax Contests is adversely prejudiced by other than those described in Section 5.23(e)(i) and Sellers shall have no right to participate in the conduct of any such delay. Written notice provided pursuant to this Section 3.6(aTax Contest. (iii) will contain factual information (Each Tax Contest Party shall promptly provide to the extent known) describing any asserted other Tax liability in reasonable detail and will be accompanied by Contest Party copies of any notice all written notices and other documents received from any Governmental Authority with respect to any Tax Authority in respect of any Contest (provided that the Tax Contest Party receiving such matters. (b) Each of Parent and Hxxxxxxx Beach will promptly notify notice or other document may redact from such copies information not reasonably related to or necessary for determining amounts for which the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other Contest Party may be liable hereunder with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the Hxxxxxxx Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability). (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or Hxxxxxxx Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and Hxxxxxxx Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and Hxxxxxxx Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest. The party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.