Common use of Tax Contests Clause in Contracts

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (ai) DTE If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or Spincoconduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), as applicable, shall, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within 10 business thirty (30) days of becoming aware receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement unless any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually Transferor is prejudiced by such failurefailure or delay. (bii) DTE and Spinco each Representative shall have the exclusive right to control the conduct and settlement any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, other than a Transaction Tax Contest that relates solely to the Company’s Partnership Returns, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated among the Transferors in accordance with such Transferor’s Pro Rata Portion, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, relating (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferors shall not settle or otherwise resolve any Tax Return Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding (A) HSE shall keep Representative reasonably informed regarding the foregoing, if the conduct or settlement of any portion or aspect status of any such Tax Contest could reasonably be expected that relates to cause a Party to have an indemnification obligation under this AgreementStraddle Period, then (B) any Transferor, at the Indemnitee shall not accept or enter into any settlement without the consent sole cost and expense of the Indemnifying Partysuch Transferor, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend participate in any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of otherwise resolve any Transaction Tax Contest if such Party notifies settlement or other resolution relates to Taxes for a Straddle Period without the other Party that permission of Representative (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestwhich will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (a) DTE MetLife or SpincoBrighthouse, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest or Tax Contest Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure; provided, however, that such Indemnitee shall make all commercially reasonable efforts to mitigate such failure, including by seeking an extension of any relevant time limitations or deadlines for response. (b) DTE Subject to the next two sentences, MetLife and Spinco Brighthouse each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a3.01. With respect to a Tax Contest relating to a Joint Return described in clauses (1) or (2) of Section 3.01(c), (i) MetLife shall solely control the resolution of such Tax Contest, (ii) Brighthouse shall be permitted to participate in all formally scheduled meetings with any Tax Authority relating to such contest, (iii) MetLife shall allow Brighthouse a reasonable opportunity to comment on any material proposed course of action and shall take account of Brighthouse’s reasonable comments in relation thereto, (iv) MetLife shall conduct such Tax Contest with reasonable diligence and in good faith, (v) MetLife shall keep Brighthouse promptly informed of all material developments in relation to the Tax Contest, and (vi) if the outcome of a Tax Contest is material to Brighthouse but not material to MetLife, MetLife must either (A) obtain the consent of Brighthouse to settle such Tax Contest, which consent shall not be unreasonably withheld or (B) waive any and all rights to indemnification or payment from Brighthouse pursuant to Article II for matters arising from such Tax Contest. In determining the materiality of the outcome of a Tax Contest under this clause (vi), Brighthouse’s harm shall be measured by the amount of any cash paid and the present value of any lost Tax Attributes, computed using a discount rate equal to the Early Termination Rate (as defined in the Tax Receivables Agreement). Notwithstanding the foregoing, if If the conduct or settlement of any portion or aspect of any such Tax Contest that does not relate to a Joint Return could reasonably be expected to cause a Party to have an indemnification obligation or a refund entitlement under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect, and (ii) whether or not the Indemnifying Party exercises a right to control a Tax Contest, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE MetLife and Brighthouse shall have the exclusive right to control jointly the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement . Each Party shall execute any power of any portion or aspect of any attorney necessary to effectuate such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof)joint control. Notwithstanding the foregoing, either Party MetLife shall be entitled to control exclusively control the conduct and settlement of any Transaction Tax Contest if such Party MetLife notifies the other Party Brighthouse that (notwithstanding the rights and obligations of the Parties under this Agreement) it MetLife agrees to pay (and indemnify the other Party against Brighthouse against) any Transaction Taxes Tax-Related Losses resulting from such Transaction Tax Contest. (d) Joint control of the conduct and settlement of any Tax Contest (or portion or aspect thereof) shall include but not be limited to the following: (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party, which shall not be unreasonably withheld or delayed, (ii) both Parties shall have a right to review and consent to, which consent shall not be unreasonably withheld or delayed, any correspondence or filings to be submitted to any Taxing Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iii) both Parties shall have the right to attend any telephonic or in-person meetings with any Tax Authority or hearings unless waived in writing.

Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (aA) DTE in all conferences, meetings or Spincoproceedings with any Taxing Authority, as applicablethe subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, shall, within 10 business days the subject matter of becoming aware of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Transaction Tax Contest or Tax Contest that with respect to which a payment could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each required hereunder shall have the exclusive 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 Return is or was required to be filed in respect of an Indemnity Issue, the conduct and 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 UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax Contestcosts on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, 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) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other than a Transaction Tax Contest, proceedings relating to any Tax Return that it is responsible for preparing pursuant such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to Section 3.01(a). Notwithstanding the foregoinghave its representatives (including counsel, if the conduct or settlement of any portion or aspect of accountants and consultants) attend and participate in any such Tax Contest could reasonably be expected administrative and judicial meetings, conferences, hearings and other proceedings relating to cause a Party such Indemnity Issue, (v) UCRI shall provide to have an indemnification obligation under this AgreementCompass all information, then document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the Indemnitee case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not accept file or enter into submit any settlement protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of the Indemnifying PartyCompass, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right , provided that UCRI may make such filing or submission if required to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings comply with any Taxing Authority deadline imposed by law (including by order of a court or hearings or proceedings before any judicial administrative authority, in each case with respect ) if UCRI has made commercially reasonable efforts to obtain such Transaction Tax Contest (or the relevant portion or aspect thereof)prior consent. Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.5.4

Tax Contests. (ai) DTE If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or Spincoconduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), as applicable, shall, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within 10 business thirty (30) days of becoming aware receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Transaction Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest or in good faith, (B) all costs and expenses in connection with such Tax Contest that could shall be allocated to Transferor, (C) Representative shall keep HSE reasonably be expected to cause informed regarding the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions status of such Tax Contest. A failure by an Indemnitee , (D) HSE, at the sole cost and expense of HSE, shall have the right to give notice as provided participate in this Section 3.03(a) (or to promptly forward any such notices or communicationsTax Contest and (E) Transferor shall not relieve settle or otherwise resolve any Tax Contest without the Indemnifying Party’s indemnification obligations under this Agreementpermission of HSE (which will not be unreasonably withheld, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failuredelayed, or conditioned). (biii) DTE HSE and Spinco each the Company shall have the exclusive right to control the conduct and settlement of any other Tax Contest; provided, other than a Transaction Tax Contesthowever, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding (A) HSE shall keep Representative reasonably informed regarding the foregoing, if the conduct or settlement of any portion or aspect status of any such Tax Contest could reasonably be expected that relates to cause a Party to have an indemnification obligation under this AgreementStraddle Period, then (B) Transferor, at the Indemnitee shall not accept or enter into any settlement without the consent sole cost and expense of the Indemnifying PartyTransferor, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend participate in any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of otherwise resolve any Transaction Tax Contest if such Party notifies settlement or other resolution relates to Taxes for a Straddle Period without the other Party that permission of Representative (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestwhich will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (a) DTE Parent or SpincoSpinCo, as applicable, shall, within 10 business days Business Days of becoming aware of any Tax Contest (including a Transaction Tax Contest or Tax Contest Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. Any such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail. A failure by an Indemnitee to give notice as provided in this Section 3.03(a9.1(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure; provided, however, that such Indemnitee shall make all commercially reasonable efforts to mitigate such failure, including by seeking an extension of any relevant time limitations or deadlines for response. (b) DTE and Spinco each shall Parent shall, subject to Section 9.1(d), have the exclusive right to control the conduct and settlement of any Tax ContestContest (i) that relates solely or primarily to Taxes that are the responsibility of Parent pursuant to Article II or (ii) at Parent’s election, other than a Transaction that may reasonably be expected to materially affect amounts for which both Parent and SpinCo are liable under Article II, provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax ContestContest Parent elects to control under clause (ii) above, but only in connection with matters relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)potential material liability of a member of the SpinCo Group. Notwithstanding the foregoing, if If the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party SpinCo to have an indemnification obligation or a Tax Benefit entitlement under this Agreement, then the Indemnitee Parent shall not accept or enter into any settlement without the consent of the Indemnifying PartySpinCo, which consent shall not be unreasonably withheld or delayed. If, as result of a Tax Contest which Parent elects to control described in clause (ii) above, SpinCo could reasonably be expected to have an indemnification obligation or Tax Benefit entitlement under this Agreement, (1) Parent shall consult with SpinCo reasonably in advance of taking any material proposed course of action, (2) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Consent, (3) Parent shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest, (4) SpinCo shall be entitled to participate in all formally scheduled meetings with any Tax Authority relating to such Tax Contest and receive copies of any written materials received by Parent from the relevant Tax Authority and (5) Parent shall keep SpinCo promptly informed of all material developments in relation to the Tax Contest. Parent shall notify SpinCo within 10 Business Days of becoming aware of a Tax Contest under Section 9.1(b)(ii) if Parent does not elect to control such Tax Contest; provided that Parent shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if Parent reasonably determines that (x) as a result of subsequent developments the expected Tax liability exposure of any member of the Parent Group resulting from such Tax Contest has materially increased; (y) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (z) an event has occurred during such Tax Contest that could adversely affect Parent in any material respect. (c) DTE shall SpinCo shall, subject to Section 9.1(d), have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest (i) that relates solely to Taxes that are the responsibility of SpinCo pursuant to Article II, (ii) that could not reasonably be expected to materially affect amounts for which Parent is liable under Article II, or (iii) that Parent does not elect to control under Section 9.1(b)(ii); provided that Parent shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to any Tax Contest that could reasonably be expected to cause Spinco Parent to have an indemnification obligation or a Tax Benefit entitlement under this Agreement, then (i) DTE SpinCo shall not accept or enter into any settlement relating without the consent of Parent, which shall not be unreasonably withheld or delayed. (d) Notwithstanding anything in this Section 9.1 to the contrary, with respect to any Transaction Tax Contest as a result of which SpinCo could reasonably be expected to become liable for any Tax or Tax-Related Losses which Parent has the right to administer and control pursuant to Section 9.1(b), (i) Parent shall solely control the resolution of such Tax Contest, (ii) Parent shall consult with SpinCo reasonably in advance of taking any material proposed course of action, (iii) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iv) Parent shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest and (v) Parent shall provide SpinCo with any written materials relating to such Tax Contest received from the relevant Tax Authority. (e) With respect to any Transaction Tax Contest as a result of Parent could reasonably be expected to become liable for any Tax or Tax-Related Losses which SpinCo has the right to administer and control pursuant to Section 9.1(c), (i) SpinCo shall consult with Parent reasonably in advance of taking any material proposed course of action, (ii) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) SpinCo shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Parent shall be entitled to participate in such Tax Contest and receive copies shall of any written materials relating to such Tax Contest received from the relevant Tax Authority and (v) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of SpincoParent, which consent shall not be unreasonably be withheld or delayedwithheld, and (ii) Spinco provided that Parent shall have the right to attend assume control of such Tax Contest as described in Section 9.1(b). (f) SpinCo shall (and shall cause each member of the SpinCo Group to) execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any formally scheduled meetings power of attorney or similar document reasonably requested by Parent (or such designee) in connection with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest controlled by Parent described in this Section 9.1. Parent shall (and shall cause each member of the Parent Group to) execute and deliver to SpinCo (or such member of the relevant portion SpinCo Group as SpinCo shall designate) any power of attorney or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of similar document reasonably requested by SpinCo (or such designee) in connection with any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under controlled by SpinCo described in this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 9.1.

Tax Contests. (a) DTE NewCo and the Pfizer Parties 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 Proceedings conducted by Tax Authorities relating to any Taxes with respect to or Spincoin relation to any Purchased Asset (each a “Tax Contest”). NewCo and the Pfizer Parties shall provide timely written notices to each other of any Tax Contest relating to the Purchased Assets for taxable periods for which any other party hereto may have a responsibility under this Agreement, as applicable, or otherwise; provided that failure to so notify the other party will not relieve any party of liability that it may have under this Agreement except to the extent the other party is actually prejudiced by such failure. Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Tax Authority and describe in reasonable detail the nature of such Tax Contest. (b) The Pfizer Parties shall, within 10 business days of becoming aware at their expense, have the right to conduct and control in good faith the defense of any Transaction Tax Contest or for (i) a Straddle Period with respect to so much of such Tax Contest that could reasonably be expected to cause affect the other Party Pfizer Parties’ Tax Liability, rights to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest refunds or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this AgreementAgreement or (ii) a Pre-Closing Tax Period; provided, except however that with respect to the extent any such Tax Contest described in clause (i) that the Indemnifying Party could reasonably be expected to affect NewCo’s Tax Liability, rights to refunds or indemnification obligations under this Agreement (and that does not relate to a Consolidated Return): (i) NewCo shall have been actually prejudiced by the right to participate in all such failure. Tax Contests, which will include participation in meetings with Tax Authorities and review and comment on written submissions to Tax Authorities, and (bii) DTE and Spinco each the Pfizer Parties shall not settle such Tax Contest without the prior written consent of NewCo, which consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Pfizer Parties shall have the exclusive right to control all matters relating to a Consolidated Return. Notwithstanding anything herein to the contrary, no party hereto shall have the right to conduct and settlement of control the defense of, or have participation rights with respect to, any Tax Contest, other than a Transaction Contest with respect to income Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent Returns of the Indemnifying Party, which consent shall not be unreasonably withheld other party (or delayedits Affiliates). (c) DTE This Section 12.3 shall have govern the exclusive right to control the conduct and settlement of any Transaction Tax Contest; providedContests, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestrather than Section 14.4.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days An Indemnified Party shall promptly notify the Indemnifying Party of becoming aware the commencement of any Transaction Tax Contest or Tax Contest that could reasonably be expected to (i) obligate the Indemnifying Party to make an Indemnity Payment or (ii) cause the other Indemnifying Party or any of its Subsidiaries to have an indemnification obligation incur any Taxes for which it is not indemnified under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee Indemnified Party to give notice as provided in under this Section 3.03(a) (or to promptly forward any such notices or communications4.05(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Except as provided in Section 4.05(c), Sporting shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, Contest relating to any Sporting Separate Tax Return that it is responsible for preparing pursuant not set forth on Schedule 4.01(a), and ATK shall have the exclusive right to Section 3.01(a)control the conduct and settlement of all other Tax Contests. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a obligate any Party to have make an indemnification obligation under this AgreementIndemnity Payment, then (i) the Indemnitee Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnified Party shall not accept or enter into any settlement that would obligate the Indemnifying Party to make an Indemnity Payment without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE ATK and Sporting shall have the exclusive right to control jointly the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected insofar as it relates to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof)Taxes. Notwithstanding the foregoing, either Party ATK shall be entitled to control exclusively control the conduct and settlement of any Transaction Tax Contest insofar as it relates to Transaction Taxes if such Party ATK notifies the other Party Sporting that (notwithstanding the rights and obligations of the Parties under set forth elsewhere in this Agreement) it ATK agrees to pay (i) waive its rights to indemnification for Transaction Taxes under Article III and (ii) pay, and indemnify all of the other Party against members of the Sporting Separate Group from and against, any Transaction Taxes resulting from such Tax Contest insofar as it relates to Transaction Taxes. (d) Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article III.

Tax Contests. (aA) DTE If, following the Closing Date, Parent, the Surviving Corporation or Spinco, as applicable, shall, within 10 business days any of becoming aware the Group Companies receives from any Taxing Authority written notice of any Transaction Tax Contest with respect to which the Parent, the Surviving Corporation, or Tax Contest that could reasonably be expected to cause the other Party to Group Companies may reasonably have an indemnification obligation under this Agreementany liability for Pre-Closing Taxes, notify the other Party Parent shall promptly provide a copy of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available notice to the Indemnifying Party copies Stockholders’ Representative; provided, that Parent’s failure to promptly provide a copy of notices and communications relating such notice to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Stockholders’ Representative shall not relieve affect the Indemnifying PartyParent Indemnitee’s right to receive indemnification obligations under this Agreement, Section 8.2(a) except to the extent that the Indemnifying Party shall have Stockholders’ Representative has been actually and materially prejudiced by as a result of such failure. (bB) DTE and Spinco each The Stockholders’ Representative shall have the exclusive right right, at its expense, to control the conduct control, manage and settlement of be responsible for any Tax ContestContest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Transaction Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding Parent and the foregoing, if the conduct or settlement of any portion or aspect of any Surviving Corporation may participate in such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then and the Indemnitee Stockholders’ Representative shall not accept settle, compromise or enter into any settlement otherwise resolve such Tax Contest without the consent of the Indemnifying PartySurviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of all material developments regarding such Tax Contest, (y) Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (but not control the conduct of) the defense of such Tax Contest, and (z) Parent shall not settle such Tax Contest without the written consent of Stockholders’ Representative, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Ashford Inc. shall inform Ashford Trust OP of becoming aware the commencement of any Transaction audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which any member of the Ashford Inc. Group may be entitled to indemnity from Ashford Trust OP hereunder. With respect to any Tax Contest or for which Ashford Trust OP acknowledges in writing that Ashford Trust OP is liable under this Article II for any and all Losses relating thereto, Ashford Trust OP shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) Ashford Trust OP shall promptly notify Ashford Inc. in writing of its intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any member of the Ashford Inc. Group for a Tax period that could reasonably be expected to cause includes but does not end on the other Party to have an indemnification obligation under this AgreementDistribution Date covered in Section 2.1(b), notify the other Party of Ashford Trust OP and Ashford Inc. shall jointly control all proceedings taken in connection with any such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a(z) (or to promptly forward if any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any member of the Ashford Inc. Group in any Tax period beginning after the Distribution Date, then the Indemnitee Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying PartyAshford Inc.’s consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to Ashford Trust OP of the commencement of any Tax Contest and Ashford Trust OP does not, within ten (10) Business Days after Ashford Inc.’s notice is given, give notice to Ashford Inc. of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Ashford Trust OP), each member of the Ashford Trust Group shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Inc. The failure of Ashford Inc. to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect Ashford Trust OP’s obligation with respect thereto except to the extent that Ashford Trust OP can demonstrate actual loss and prejudice as a result of such Party notifies the other Party that (notwithstanding the rights and obligations failure. Each member of the Parties under this Agreement) it agrees Ashford Inc. Group shall use its reasonable efforts to pay and indemnify the other Party against any Transaction Taxes resulting from provide Ashford Trust OP with such Transaction assistance as may be reasonably requested by Ashford Trust OP in connection with a Tax ContestContest controlled solely or jointly by Ashford Trust OP.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as Unless otherwise provided in this Section 3.03(a9.03(g), NRE shall control any audit, examination or proceeding (“Tax Contest”) (relating in whole or in part to promptly forward any such notices or communications) shall not relieve Taxes of NRE, the Indemnifying Party’s indemnification obligations under this AgreementSubsidiaries of NRE, except to the extent that NRE Business and the Indemnifying Party shall have been actually prejudiced by such failureNRE Assets. (bi) DTE With respect to any Tax Contest for which NRF acknowledges in writing that any member of the NRF Group is liable under this Agreement for any and Spinco each all Liabilities relating thereto, the NRF Group shall have the exclusive right be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) NRF shall promptly notify NRE in writing of its intention to control the conduct and settlement of any such Tax Contest, other than a Transaction Tax Contest, relating to and (y) if any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any member of the NRE Group, then the Indemnitee Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying PartyNRE’s consent, which consent shall not be unreasonably withheld or delayed. (cii) DTE shall have the exclusive right With respect to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest the negative resolution of which could reasonably be expected to cause Spinco adversely affect NRF’s ability to have an indemnification obligation under this Agreementqualify as a REIT for any past or future taxable year (a “REIT-Related Contest”), then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco NRF shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or participate in all proceedings before any judicial authority, in each case with respect related to such Transaction Tax REIT-Related Contest (or the relevant portion or aspect thereof)and shall receive timely notifications of all actions related to such REIT-Related Contest. Notwithstanding the foregoing, either Party NRE shall not be entitled to exclusively control settle, either administratively or after the conduct commencement of litigation, any REIT-Related Contest in a manner that would adversely affect NRF’s ability to qualify as a REIT for any past or future taxable year without NRF’s prior written consent. To the extent there is any conflict between the provisions of this Section 9.03(g) and settlement the provisions of any Transaction Tax Contest if such Party notifies Article VI or Sections 5.03, 5.04 or 5.05, the other Party that (notwithstanding the rights and obligations provisions of the Parties under this AgreementSection 9.03(g) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestshall control.

Tax Contests. (a) DTE Purchaser shall notify Seller within twenty Business Days after receipt by Purchaser or Spinco, as applicable, shall, within 10 business days any of becoming aware its Affiliates of written notice of any Transaction pending federal, state, local or foreign Tax Contest audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which Seller or its Affiliates may be responsible under Section 6.1 (“Tax Contest Matters”) provided that Purchaser’s failure to so notify Seller shall not limit Purchaser’s rights under this Article VI except to the extent Seller is materially prejudiced by such failure. Parent and Seller shall promptly notify Purchaser in writing upon receipt by Parent, Seller or any of their respective Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to MONY. (b) Seller shall have the right to represent MONY’s interest in any Tax Matter for any taxable period that ends on or prior to the Closing Date and to employ counsel of its choice at its expense; provided, however, that if such Tax Matter could reasonably be expected to cause increase the other Party Tax liability of Purchaser, MONY or any of Purchaser’s Affiliates in any Post-Closing Tax Period, Seller shall (w) notify Purchaser of significant developments with respect to have an indemnification obligation under this Agreement, notify the other Party of any such Transaction Tax Contest or Tax Contest Matter and thereafter promptly forward or make available keep Purchaser reasonably informed and consult with Purchaser as to the Indemnifying Party copies resolution of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (any issue that would materially affect Purchaser or to promptly forward any such notices or communicationsAffiliate, (x) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except give to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement Purchaser a copy of any Tax Contest, adjustment proposed in writing with respect to such Tax Matter and copies of any other than a Transaction Tax Contest, written correspondence with the relevant taxing authority relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could Matter, (y) not settle or compromise any issue in a manner that would reasonably be expected to cause a Party increase Taxes payable by MONY or by Purchaser or any of its Affiliates with respect to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into MLOA Business in any settlement Post-Closing Tax Period without the consent of the Indemnifying PartyPurchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed and (z) otherwise permit Purchaser to participate in all aspects of such Tax Matter, at Purchaser’s own expense. (c) DTE In the case of a Straddle Period or Post-Closing Tax Period, Purchaser shall have the exclusive sole right to control the conduct and settlement all Tax audits of any Transaction Tax ContestMONY; provided, however, that where if such tax audit could give rise to a liability for which Parent or Seller is responsible under Section 6.1, Purchaser shall (w) notify Seller of significant developments with respect to any Tax audits, examinations or proceedings that could give rise to a Liability for which Parent or Seller is responsible under Section 6.1 and keep Seller reasonably informed and consult with Seller as to the conduct or settlement resolution of any portion or aspect issue that would materially affect Seller, (x) give to Seller a copy of any Tax adjustment proposed in writing with respect to such Transaction Tax Contest could audit, examination or proceeding and copies of any other written correspondence with the relevant taxing authority relating to such Tax audit, examination or proceeding, (y) not settle or compromise any issue in a manner that would reasonably be expected to cause Spinco to have an indemnification obligation increase Taxes indemnifiable by Parent or Seller under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest Section 6.1 without the consent of SpincoSeller, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, delayed and (iiz) Spinco otherwise permit Seller to participate in all aspects of such Tax audit, examination or proceeding, at Seller’s own expense. (d) Purchaser shall have the sole right to attend any formally scheduled meetings with any Taxing Authority control all Tax audits of MONY not described in subsection (b) or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement c) of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 6.5.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware Buyer shall notify the Seller in writing upon receipt by Buyer of any Transaction Tax Contest written notice from a Governmental Entity of an audit, contest, examination, litigation or Tax Contest that could reasonably be expected other controversy with respect to cause Taxes of the other Party Company or any of its Subsidiaries which may give rise to a claim for Taxes for which the Seller may have an indemnification obligation under this Agreement(each, a “Tax Contest”); provided that any failure by Buyer to so notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Seller shall not relieve the Indemnifying Party’s Seller of its indemnification obligations under this Agreement, except hereunder unless and to the extent that the Indemnifying Party Seller is materially and adversely prejudiced thereby. Except as provided in the next sentence, the Seller, at its own expense, shall be permitted to participate in, but not control, any Tax Contest and Buyer shall not settle or otherwise compromise any Tax Contest if such settlement or compromise would result in an indemnification obligation of the Seller without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. With respect to the ongoing sales and use Tax audit of the Company by the taxing authority of the State of Texas for the period January 1, 2014 through April 30, 2017 that is disclosed in Schedule 2.11(d) of the Company Disclosure Letter, (the “Texas Audit”), Buyer and Seller have been actually prejudiced by such failure. agreed that (bi) DTE and Spinco each Seller shall have the exclusive right (1) continue to control the conduct Texas Audit after the Closing Date until the Texas Audit is completely and settlement finally resolved, (2) periodically consult with the Buyer with respect to, and apprise Buyer of any Tax Contestthe status of, other than a Transaction Tax Contestthe Texas Audit, relating (3) permit the Buyer, at its own expense, to any Tax Return that it is responsible for preparing pursuant participate in, but not control, the Texas Audit, and (4) have the authority to Section 3.01(a). Notwithstanding settle or otherwise compromise the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without Texas Audit with the consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. delayed (cand for the avoidance of doubt, Buyer’s inability to pay or cause to be paid Taxes due pursuant to the following clause (ii) DTE shall have not be reasonable grounds to withhold consent), (ii) Buyer shall, or shall cause the exclusive right to control Company to, timely pay the conduct and settlement full amount of any Transaction Tax ContestTaxes due to the taxing authority of the State of Texas in connection with any such settlement or compromise, provided that the principal amount of the Note shall be reduced by an amount equal to the amount of Pre-Closing Taxes that Buyer and Seller have agreed that Seller would be liable for in connection with such settlement or compromise pursuant to Section 9.1(a)(v) (or if the principal amount of the Note has been reduced to zero (0), Seller shall pay such Pre-Closing Taxes to the taxing authority of the State of Texas subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and 9.5) that are applicable to Indemnifiable Damages under Section 9.1(a)(v)); provided, further, that where in the conduct event that Buyer does not timely pay, or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected cause the Company to cause Spinco timely pay, the amount due pursuant to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and foregoing clause (ii) Spinco before the last date under the assessment, agreement or other demand for payment before additional amounts of interest or penalties are imposed (the “Texas Audit Due Date”), Seller shall have no longer be liable to Buyer for any amount of such additional interest and penalties accruing or assessed after the right Texas Audit Due Date, regardless of whether such amounts would otherwise constitute Pre-Closing Taxes under this Agreement and (iii) in the event that the timely payment of Taxes by the Texas Audit Due Date pursuant to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityclause (ii) has been satisfied, in each case then Buyer and Seller agree that the procedural requirements of Sections 9.2(f), 9.4 and 9.5 with respect to such Transaction Indemnifiable Damages shall not apply. This Section 6.10(b) shall not apply to any Tax Contest (or other than, to the relevant portion or aspect thereof). Notwithstanding extent applicable, the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this AgreementTexas Audit) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestwhich constitutes a Voluntary Disclosure Filing.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of If any Transaction taxing authority asserts a Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available Claim with respect to the Indemnifying Party copies Transferred Company or any of notices and communications relating its Subsidiaries, then the party to the relevant portions this Agreement first receiving notice of such Tax Contest. A Claim promptly shall provide written notice thereof to the other party or parties to this Agreement; provided, however, that the failure by an Indemnitee of such party to give such prompt notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification other party of any of its obligations under this AgreementArticle VII, except to the extent that the Indemnifying Party shall have been other party is actually prejudiced by such failurethereby. Such notice shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) DTE and Spinco each Seller shall have the exclusive right to control the conduct and settlement of control, at its own expense, any Tax Contest, other than a Transaction Tax Contest, Proceeding relating to a Tax of the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date; provided that Seller shall keep IPH reasonably informed with regard to such Tax Return that it is responsible Claim. (c) In the case of a Tax Proceeding relating to a Tax of the Transferred Company or its Subsidiaries for preparing pursuant to Section 3.01(a). Notwithstanding any Straddle Period, and such Tax Proceeding cannot be separated into separate proceedings for the foregoingPre-Closing Period and the Post-Closing Period, Seller (if the conduct claim for Taxes attributable to the Pre-Closing Period exceeds or settlement is likely to exceed the 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 Tax Proceeding; provided, however, that (i) the Tax Controlling Party shall provide the other party (the “Tax Non-Controlling Party”) with a timely and reasonably detailed account of each stage of such Tax Proceeding; (ii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party before taking any portion significant action in connection with such Tax Proceeding; (iii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party and offer the Tax Non-Controlling Party an opportunity to comment before submitting any written materials prepared or aspect of furnished in connection with such Tax Proceeding; (iv) the Tax Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding; (v) the 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 Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then Proceeding without obtaining the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying Tax Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have an adverse impact on the Tax Non-Controlling Party or any of its Affiliates; and (vii) IPH shall be the Tax 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). (cd) DTE IPH shall have the exclusive right to control the conduct and settlement control, at its own expense, any Tax Proceeding in respect of any Transaction of the Transferred Company or its Subsidiaries, other than (i) any Tax ContestProceeding 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 control a Tax Proceeding described in Section 7.4(b), or (c) (but not, for the avoidance of doubt, any Tax Proceeding in respect of a Combined Tax Return or otherwise covered by Section 7.5) upon fully waiving its rights to be indemnified (directly or indirectly, pursuant to Section 7.2(a) or otherwise) for any and all Taxes involved in, in respect of, arising from or relating to such Tax Proceeding; provided, further, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party waiver shall be entitled to exclusively control the conduct made by IPH in writing and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestshall only become effective upon Seller’s written consent.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days The REIT agrees to give written notice to the Company Stockholder of becoming aware the receipt of any Transaction Tax Contest written notice by the REIT or Tax Contest that could reasonably the Surviving Company which involves the assertion of any claim, or the commencement of any proceeding, in respect of which an indemnity may be expected to cause the other Party to have an indemnification obligation sought by any Indemnified Person under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a8.3(a) (a “Tax Claim”); provided, that failure or delay to promptly forward any such notices or communications) comply with this provision shall not relieve the Indemnifying Partyreduce such Indemnified Person’s right to indemnification obligations under this Agreement, hereunder except to the extent that the Indemnifying Party shall have been Company Stockholder is actually prejudiced by such failure. (bfailure 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) DTE and Spinco each shall have could not reasonably result in an increase in the exclusive right Tax liability of the Company with respect to a Post-Closing Tax Period, then the Company Stockholder may choose to control the conduct contest or resolution of such Tax Claim (at the Company Stockholder’s expense) and settlement if so shall provide written notice to the REIT of such intent; all other 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 Tax ContestClaim in which a taxing authority could assert or assess any liability for Taxes that is otherwise controlled by the other party and to employ counsel of its choice for such purpose, other than 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 Transaction Tax Contestcontest or resolution controlled by the Company Stockholder, relating 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 Tax Return that it is responsible for preparing pursuant claim or cease to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any defend such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement Claim without the prior written consent of the Indemnifying Partynon-controlling party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; , provided, however, that where if a Tax Claim is controlled by the conduct or Company Stockholder, then the REIT may withhold consent with respect to such Tax Claim if such settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under increase the Tax liability for any Post-Closing Tax Period. For the avoidance of doubt, where the provisions of this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings Section 8.4 are in conflict with any Taxing Authority or hearings or proceedings before any judicial authorityother provision in this document, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party this Section 8.4 shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestgovern.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days NXRT shall inform the NHF Group of becoming aware the commencement of any Transaction audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which any member of the NXRT Group may be entitled to indemnity from any member of the NHF Group hereunder. With respect to any Tax Contest or for which the NHF Group acknowledges in writing that any member of the NHF Group is liable under Article X for any and all Losses relating thereto, the NHF Group shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) the NHF Group shall promptly notify NXRT in writing of its intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any of the Property and JV Entities or any of their respective Subsidiaries for a Tax period that could reasonably be expected to cause includes but does not end at the other Party to have an indemnification obligation under this AgreementEffective Time, notify the other Party of NHF Group and NXRT shall jointly control all proceedings taken in connection with any such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a(z) (or to promptly forward if any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any member of the NXRT Group, then or any of their Affiliates in any Tax period beginning after the Indemnitee Effective Time, the Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying PartyNXRT’s consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to the NHF Group of the commencement of any Tax Contest and the NHF Group does not, within ten Business Days after NXRT’s notice is given, give notice to NXRT of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of the NHF Group), each member of the NHF Group shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by NXRT. The failure of NXRT to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect the NHF Group’s obligation with respect thereto except to the extent that the NHF Group can demonstrate actual loss and prejudice as a result of such Party notifies failure. The NXRT Group shall use their reasonable efforts to provide the other Party that (notwithstanding NHF Group with such assistance as may be reasonably requested by the rights and obligations of NHF Group in connection with a Tax Contest controlled solely or jointly by the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestNHF Group.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as Unless otherwise provided in this Section 3.03(a7.2(f), Highlands shall control any audit, examination or proceeding (“Tax Contest”) (relating in whole or in part to promptly forward any such notices or communications) shall not relieve Taxes of Highlands, the Indemnifying Party’s indemnification obligations under this Agreement, except to Highlands Subsidiaries and the extent that the Indemnifying Party shall have been actually prejudiced by such failureHighlands Assets. (bi) DTE With respect to any Tax Contest for which InvenTrust acknowledges in writing that any member of the InvenTrust Group is liable under this Agreement for any and Spinco each all Losses relating thereto, the InvenTrust Group shall have the exclusive right be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) InvenTrust shall promptly notify Highlands in writing of its intention to control the conduct and settlement of any such Tax Contest, other than a Transaction Tax Contest, relating to and (y) if any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any member of the Highlands Group, then the Indemnitee Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying PartyHighlands’ consent, which consent shall not be unreasonably withheld or delayed. (cii) DTE shall have the exclusive right With respect to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest the negative resolution of which could reasonably be expected to cause Spinco adversely affect InvenTrust’s ability to have an indemnification obligation under this Agreementqualify as a REIT for any past or future taxable year (a “REIT-Related Contest”), then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco InvenTrust shall have the right to attend participate in all 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 commencement of litigation, any formally scheduled meetings with REIT-Related Contest in a manner that would adversely affect InvenTrust’s ability to qualify as a REIT for any Taxing Authority past or hearings future taxable year without InvenTrust’s prior written consent. To the extent there is any conflict between the provisions of this Section 7.2(f) and the provisions of Article VIII or proceedings before any judicial authoritySection 9.4, in each case the provisions of this Section 7.2(f) shall control with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestContests.

Tax Contests. (a) DTE If the Buyer or Spincoany of its Affiliates receives notice of a Tax audit, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest controversy or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications proceeding relating to the relevant portions Company (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest. Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest A failure by an Indemnitee the Buyer to give such notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Partyaffect ▇▇▇▇▇’s right to indemnification obligations under this Agreement, hereunder except to the extent that the Indemnifying Party shall have been actually Seller is materially prejudiced by such failurethereby. (b) DTE and Spinco each In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date, the Seller shall have the exclusive right sole right, at its expense, to control the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer of its intent to do so, and settlement the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of such Tax Contest. The Seller may not settle or compromise any such Tax Contest unless the Buyer consents thereto (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest. In such event, (i) the Buyer shall keep the Seller informed on a prompt basis regarding the progress and substantive aspects of any Tax Contest, other than a Transaction Tax Contest, including providing the Seller with all written materials relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably submitted to and received from the relevant taxing authority, (ii) the Seller shall be expected entitled to cause a Party participate at the Seller’s expense in any Contest, including having an opportunity to have an indemnification obligation under this Agreementcomment on any written materials prepared in connection with any Tax Contest and attending any conferences relating thereto, then and (iii) the Indemnitee Buyer shall not accept compromise, settle or enter into resolve any settlement Tax Contest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned (such rights of the Seller, the “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates to a Straddle Period (a “Straddle Period Contest”), the Buyer shall have the right to control such Straddle Period Contest subject to the Seller’s Rights. The Buyer shall not settle or compromise such Straddle Period Contest without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Each of becoming aware Seller and Buyer shall provide notice to the other of any Transaction Tax Contest claim or Tax Contest that could reasonably be expected potential claim for Taxes for which it may seek indemnification pursuant to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax ContestSection 8.06. A failure by an Indemnitee to give Such notice as provided in this Section 3.03(a) shall contain factual information (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that known) describing the Indemnifying Party asserted Tax claim in reasonable detail and shall have been actually prejudiced be accompanied by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement copies of any Tax Contest, notice and other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)documents received from the Taxing Authority in respect of such Taxes. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any The party seeking indemnification shall provide such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent notice within 15 Business Days of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right earlier to control the conduct and settlement occur of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without its receipt of a written communication from the consent of Spinco, which consent shall not unreasonably be withheld or delayed, Taxing Authority and (ii) Spinco shall have personal contact between an agent of the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityand an employee of such party who is responsible for Taxes, in each case with respect to such Transaction 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 Contest Liability in any forum as a result of such failure, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax Liability, and (or y) if the relevant portion or aspect thereof). Notwithstanding indemnifying party is not precluded from contesting such asserted Tax Liability in any forum, but such failure results in a monetary detriment to the foregoingindemnifying party, either Party then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to Section 8.06 hereof shall be entitled reduced by the amount of such detriment. (b) Seller or its designee shall have the right, upon written notice to exclusively Buyer within 30 days after delivery by Buyer to Seller of the 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 right, at Buyer’s 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 Straddle Period that begins after the Closing Date). (c) Buyer shall have the right to control the conduct and settlement of any Transaction Tax Contest if not described in Section 8.05(b). Seller shall have the right, at Seller’s own expense, to consult with Buyer regarding any Contest that might affect a taxable period that ends on or before the Closing Date (or, in the case of a Straddle Period, the portion of such Party notifies Straddle Period that ends on the other Party that (notwithstanding Closing Date). Buyer may settle or otherwise dispose of any such Contest only with the rights and obligations consent of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSeller, which consent shall not be unreasonably withheld, delayed or conditioned.

Tax Contests. (a) DTE or SpincoFollowing the Closing, as applicableBuyer and the Company, shallon the one hand, within 10 business days and Seller and its Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of becoming aware written notice of any Transaction inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Contest Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest that could reasonably be expected Contest”). Any failure to cause the other Party to have an indemnification obligation under this Agreement, so notify the other Party party of such Transaction any Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, such other party of any liability with respect to such Tax Contests except to the extent that the Indemnifying Party shall have been such party was actually and materially prejudiced by such failureas a result thereof. (ba) DTE and Spinco each Seller shall have the exclusive right to control the conduct and settlement resolution of any Tax Contest relating to taxable periods ending on or prior to the Closing Date; provided, however, that with respect to any Tax Contest whose resolution could adversely affect Buyer, (x) Seller shall keep Buyer reasonably informed of the progress of such Tax Contest and Buyer shall have the right to participate (at Buyer’s expense) in such Tax Contest, other than . The right of Buyer to participate in a Transaction Tax Contest shall include the right to receive copies of all correspondence from any taxing authority relating to such Tax Contest, relating attend meetings and review and comment to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any party controlling such Tax Contest could reasonably be expected on submissions relating to cause such Tax Contest, and Seller shall consider in good faith any reasonable comments provided by Buyer. Neither Seller nor any of its Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Contest that would have the effect of increasing the Company’s or Buyer’s liability for Taxes in a Party to have an indemnification obligation under this Agreement, then Post-Closing Tax Period without obtaining the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld or delayedwithheld. (cb) DTE Buyer shall have the exclusive right to control the conduct and settlement resolution of any Transaction other Tax ContestContest not described in Section 6.4(a) that pertains to a Pre-Closing Tax Period; provided, however, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE Buyer shall not accept or enter into any settlement relating to any Transaction keep Seller reasonably informed of the progress of such Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Seller shall have the right to attend participate (at Seller’s expense) in such Tax Contest. The right of Seller to participate in a Tax Contest shall include the right to receive copies of all correspondence from any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect taxing authority relating to such Transaction Tax Contest, attend meetings and review and comment to the party controlling such Tax Contest (on submissions relating to such Tax Contest, and Buyer shall consider in good faith any reasonable comments provided by Seller. Neither Buyer nor any of its Affiliates shall settle, resolve, concede or the relevant portion otherwise compromise any issue, matter or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction item arising in such Tax Contest if such Party notifies the other Party in a manner that (notwithstanding the rights and obligations of the Parties could increase Seller’s liability for Taxes to any taxing authority or to Buyer under this Agreement, or decrease any Tax refund to which Seller would otherwise be entitled, without obtaining the prior written consent of Seller, which shall not be unreasonably withheld. (c) it agrees to pay In the event of any conflict or overlap between the provisions of this Section 6.4 and indemnify Article VIII, the other Party against any Transaction Taxes resulting from such Transaction Tax Contestprovisions of this Section 6.4 shall control.

Tax Contests. (ai) DTE Morgan Stanley shall have the right to represent the interests of each of the Morgan Stanley Contributed Subsidiaries in, and to control the conduct of, any Tax audit or Spinco, as applicable, shall, within 10 business days administrative or court proceeding (a “Tax Contest”) with respect to any taxable period of becoming aware such Subsidiary that ends on or prior to the Closing Date. (ii) Citigroup shall have the right to represent the interests of each of the Citigroup Contributed Subsidiaries in and to control the conduct of any Transaction Tax Contest with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (iii) The Company and Citigroup shall jointly represent the interests of each of the Citigroup Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. The Company and Morgan Stanley shall jointly represent the interests of each of the Morgan Stanley Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. (iv) If the resolution of any Tax Contest with respect to a Pre-Closing Tax Period or a Straddle Period would reasonably be expected to result in a material increase in the amount of Taxes required to be borne by the Party not in control of such Tax Contest (the “Non-Controlling Tax Party”) or would reasonably be expected to result in the Non-Controlling Tax Party having an obligation to make an indemnity payment pursuant to Section 4.5(a), (A) the Party in control of such Tax Contest (the “Controlling Tax Party”) shall keep the Non-Controlling Tax Party informed of any proceedings, events and developments relating to or in connection with such Tax Contest; (B) the Non-Controlling Tax Party shall be entitled to receive copies of all material correspondence and documents relating to such Tax Contest; and (C) if requested, the Controlling Tax Party shall consult with the Non-Controlling Tax Party or its counsel and shall not enter into any settlement or compromise with respect to any such Tax Contest that could reasonably be expected to cause result in an adverse effect on the other Non-Controlling Tax Party to have an indemnification obligation under this Agreement, notify that is material without the other Party of such Transaction Non-Controlling Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Partyprior written consent, which consent shall not be unreasonably withheld or delayedwithheld. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or SpincoThe Purchaser, as applicablethe Company and their Subsidiaries, shallon the one hand, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause and the Sellers’ Representative, on the other Party to have an indemnification obligation under this Agreementhand, shall notify the other Party in writing promptly after (but in no event more than ten (10) days after) acquiring knowledge of any inquiry, claim, audit, assessment, proceeding or similar event with respect to any Pre-Closing Tax Period Straddle Period, or that otherwise may affect the Sellers’ liability for Taxes, with respect to the Company and its Subsidiaries (any such Transaction inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, such other party of any liability with respect to such Tax Contest except to the extent that the Indemnifying Party such failure shall have been actually prejudiced by the defense of such failure. (b) DTE and Spinco each matter. The Sellers’ Representative shall have the exclusive right right, upon written notice addressed and delivered to the Purchaser, to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, Contest relating to (a) a Tax period ending on or before the Closing Date, and (b) the pre-Closing portion of a U.S. federal income Tax Straddle Period of the Company or any Tax Return that it is responsible for preparing pursuant Subsidiary of the Company to Section 3.01(a). Notwithstanding the foregoingextent, if the conduct or settlement of any portion or aspect of any in either case, such Tax Contest could reasonably be expected affect the allocations of income to cause a Party to have an indemnification obligation the Sellers, or could affect the Sellers’ liability for Taxes under this Agreement; provided, then however, that (i) the Indemnitee Sellers’ Representative shall provide the Purchaser the opportunity to participate in the defense of such Tax Contest at the Purchaser’s expense, with counsel of the Purchaser’s choice at the Purchaser’s expense, (ii) the Sellers’ Representative shall keep the Purchaser reasonably informed of the progress of such Tax Contest, (iii) the Sellers’ Representative shall not accept settle or enter into any settlement compromise such Tax Contest without the consent of the Indemnifying PartyPurchaser’s prior written consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. delayed and (civ) DTE in the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the Sellers’ Representative’s control rights shall be limited to those matters affecting the portion of such Straddle Period ending on and including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to Purchaser or its Affiliates pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder) and (y) Purchaser may direct, in its sole discretion, any Subsidiary of the Company to make an election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. With respect to all other Tax Contests, or if the Sellers’ Representative has not elected to control the conduct of a Tax Contest described in the prior sentence within thirty (30) days after receipt of notice thereof, the Purchaser shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest, including any settlement or compromise thereof; provided, however, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE the Purchaser shall provide the Sellers’ Representative the opportunity to participate in the defense of such Tax Contest at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), with counsel of the Sellers’ Representative’s choice at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), (ii) the Purchaser shall keep the Sellers’ Representative reasonably informed of the progress of such Tax Contest and (iii) the Purchaser shall not accept settle or enter into any settlement relating to any Transaction compromise such Tax Contest without the consent of SpincoSellers’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and provided further that the Sellers’ Representative shall consent (or be withheld or delayed, deemed to consent) to the making of any election under Section 6226 of the Code and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case Treasury Regulations promulgated thereunder with respect to such Transaction any Tax Contest for a taxable period beginning on or after January 1, 2018. To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such partnership representative to cooperate in implementing the provisions of this Section 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period. In the case of any Tax Contest that is also a Third-Party Claim, the procedures set forth in this Section 10.03, and not those set forth in Section 8.04 or Section 8.05, shall govern the relevant portion or aspect thereof)conduct of such Tax Contest. Notwithstanding anything herein to the foregoingcontrary, either Party any Tax Contest relating to or involving NewCo or any of NewCo’s direct or indirect owners shall be entitled solely controlled by NewCo or NewCo’s direct or indirect owners, as applicable, and the Purchaser shall have no rights hereunder with respect to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE EBSI or SpincoAptevo, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or (including a Distribution Tax Contest Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE Subject to Section 3.04(c), EBSI and Spinco Aptevo each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Distribution Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a the other Party to have an indemnification obligation under this Agreement or an obligation to pay Taxes directly to a Tax Authority for which it is not indemnified pursuant to this Agreement, then (i) the Indemnitee other Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Party exercises that right, the Tax Return Preparer shall not accept or enter into any settlement with respect to such portion or aspect without the consent of the Indemnifying other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE EBSI shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest relating to any Joint Return for Income Taxes. (d) EBSI shall have the exclusive right to control the conduct and settlement of any Distribution Tax Contest; provided, provided that where if the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco the Aptevo Group to have an indemnification obligation under this Agreement, then (i) DTE EBSI shall provide Aptevo with a reasonable opportunity to participate in such Tax Contest, including a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest and providing Aptevo with copies of any written materials relating to such Tax Contest received from the relevant Tax Authority and (ii) EBSI shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of SpincoAptevo, which shall not be unreasonably withheld, conditioned or delayed. (e) In any case where the Parties control jointly the conduct and settlement of any Tax Contest (or portion or aspect thereof): (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, (ii) both Parties shall have a right to review and consent to, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, any correspondence or filings to be submitted to any Tax Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iiiii) Spinco both Parties shall have the right to attend any formally scheduled meetings or hearings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestAuthority.

Tax Contests. (ai) DTE Morgan Stanley shall have the right to represent the interests of each of the Morgan Stanley Contributed Subsidiaries in, and to control the conduct of, any Tax audit or Spinco, as applicable, shall, within 10 business days administrative or court proceeding (a “Tax Contest”) with respect to any taxable period of becoming aware such Subsidiary that ends on or prior to the Closing Date. (ii) Citigroup shall have the right to represent the interests of each of the Citigroup Contributed Subsidiaries in and to control the conduct of any Transaction Tax Contest with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (iii) The Company and Citigroup shall jointly represent the interests of each of the Citigroup Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. The Company and Morgan Stanley shall jointly represent the interests of each of the Morgan Stanley Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. (iv) If the resolution of any Tax Contest with respect to a Pre-Closing Tax Period or a Straddle Period would reasonably be expected to result in a material increase in the amount of Taxes required to be borne by the Party not in control of such Tax Contest (the “Non-Controlling Tax Party”) or would reasonably be expected to result in the Non-Controlling Tax Party having an obligation to make an indemnity payment pursuant to Section 4.5(a), (A) the Party in control of such Tax Contest (the “Controlling Tax Party”) shall keep the Non- Controlling Tax Party informed of any proceedings, events and developments relating to or in connection with such Tax Contest; (B) the Non-Controlling Tax Party shall be entitled to receive copies of all material correspondence and documents relating to such Tax Contest; and (C) if requested, the Controlling Tax Party shall consult with the Non-Controlling Tax Party or its counsel and shall not enter into any settlement or compromise with respect to any such Tax Contest that could reasonably be expected to cause result in an adverse effect on the other Non-Controlling Tax Party to have an indemnification obligation under this Agreement, notify that is material without the other Party of such Transaction Non-Controlling Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Partyprior written consent, which consent shall not be unreasonably withheld or delayedwithheld. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE Buyer or SpincoSeller, as applicablethe case may be, shall, will provide written notice to the other party within 10 business 30 days of becoming aware its discovery of any Transaction matter that may give rise to a claim for indemnity pursuant to this Article V (a “Tax Contest or Claim” and such notice a “Tax Contest Claim Notice”); provided, however, that could reasonably be expected failure to cause the other Party to have an indemnification obligation under comply with this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure Section 5.4(a) by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Indemnified Party shall not relieve affect the Indemnifying Party’s indemnification obligations under this Agreement, obligation hereunder except only to the extent that the Indemnifying Party shall have been actually prejudiced 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) DTE and Spinco each Seller, at its expense, shall have the exclusive right to control the conduct and settlement of the defense of any Tax ContestClaim brought by a Tax Authority that involves solely a matter for which Seller is required to indemnify the Buyer Indemnitees; provided, other than a Transaction 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 ContestClaim Notice (which will include Seller’s acknowledgement that it is liable for all Taxes and Losses of the Buyer Indemnitees that result or arise from such Tax Claim), relating (ii) Seller shall not have the right to control the defense of any Tax Claim with respect to any Tax Return matter that involves a consolidated, combined, affiliated or unified 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) Seller shall not have the right to control the conduct of the defense of, 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 provided in the 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) the 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 responsible liable for preparing pursuant to Section 3.01(a). Notwithstanding all Taxes and Losses of the foregoing, if the conduct or settlement of any portion or aspect of any Buyer Indemnitees that arise from such Tax Contest could reasonably be expected Claim. (c) Except as set forth in Section 5.4(b), notwithstanding any provision in this Agreement to cause a Party the contrary, the parties agree that they will not settle, compromise or agree to have an indemnification obligation under this Agreement, then any Tax adjustment with respect to any Tax Claim without first obtaining the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying Partyother party if such compromise, settlement or agreement affects or could affect the other party’s Tax liability (including Tax liabilities of or with respect to the Transferred Companies), which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE The party obliged to provide indemnification under this Section 9.7 (the "Tax Indemnitor") shall assume and direct the defense or Spinco, as applicable, shall, within 10 business days of becoming aware settlement of any Transaction hearing, arbitration, suit or other proceeding (each a "Tax Contest Contest") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability with respect to which the Tax Contest that could reasonably be expected to cause the other Party to Indemnitor would have an indemnification obligation under this AgreementSection 9.7 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 9.7 (the "Tax Indemnified Party") shall have the right to participate, notify as its own cost and expense, in the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions defense of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent it being understood that the Indemnifying Party Tax Indemnitor shall have been actually prejudiced by control such failureTax Contest. (b) DTE The Tax Indemnitor shall pay all out-of-pocket expenses and Spinco each other costs related to the Tax Indemnification Liability, including but not limited to reasonable fees for attorneys, accountants, expert witnesses or other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party (other than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. To the extent that any such expenses and other costs have been or are paid by a Tax Indemnified Party, the Tax Indemnitor shall promptly reimburse the Tax Indemnified Party therefor. (c) Any Tax Indemnified Party shall give written notice to the Tax Indemnitor of any settlement proposed by the Taxing authority. The Tax Indemnitor shall have the exclusive right right, in its sole discretion, to control settle any claim for which indemnification has been sought under this Section 9.7; provided, however, that the conduct and settlement of Tax Indemnitor shall not enter into any Tax Contestsettlement, closing agreement or other than a Transaction Tax Contest, relating agreement with respect to any Tax Return that it is responsible for preparing pursuant liability with respect to Section 3.01(a). Notwithstanding the foregoingBusiness, if the conduct Transferred Assets or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement Transferred Subsidiaries without the prior written consent of the Indemnifying Party, which Tax Indemnified Party (such consent shall not to be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the Tax Indemnified Party notifies for taxable periods or portions thereof beginning on or after the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestClosing Date.

Tax Contests. (ai) DTE If a claim relating to Taxes shall be made by any Governmental Authority that, if successful, would result in any Seller being required to indemnify a Buyer Indemnified Party (for purposes of this Article 8, an “Indemnified Taxpayer”) pursuant and subject to Sections 7.3, 8.2 and 9.1, the Indemnified Taxpayer shall promptly notify the Sellers in writing of such fact; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced. (ii) The Sellers shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified Taxpayer so long as (A) the Sellers notify the Indemnified Taxpayer in writing within fifteen (15) calendar days after the Indemnified Taxpayer has given notice of such claim that the Sellers will contest such claim, (B) the Sellers provide the Indemnified Taxpayer with evidence reasonably acceptable to the Indemnified Taxpayer that the Sellers will have the financial resources to defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Indemnified Taxpayer, the Sellers provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail in that contest, and (D) the Sellers conducts the defense of the claim actively and diligently. (iii) Subject to the provisions of paragraph (ii) above, the Sellers shall be entitled to prosecute such contest to a determination in a court of initial jurisdiction, and if the Sellers shall reasonably request, to a determination in an appellate court provided that, if requested in writing by the Indemnified Taxpayer, the Sellers shall provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail on that appeal. (iv) The Sellers shall not be entitled to settle or Spincoto contest any claim relating to Taxes if the settlement of, as applicableor an adverse judgment with respect to, shallthe claim would be likely, within 10 business days in the good faith judgment of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected the Indemnified Taxpayer, to cause the other Party 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 have an indemnification obligation under this Agreementincrease (including, notify but not limited to, by making any election or taking any action having the other Party effect of such Transaction Tax Contest making any election, by deferring the inclusion of any amount in income or Tax Contest and thereafter promptly forward by accelerating the deduction of any amount or make available 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 Indemnifying Party copies interest of notices and communications relating to the relevant portions Indemnified Taxpayer or any Affiliate of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, Indemnified Taxpayer except to the extent that such action is consistent with the Indemnifying Party shall have been actually prejudiced by such failureCompany’s past practices in the ordinary course of its business, but only if the Indemnified Taxpayer waives its right to indemnification hereunder. (bv) DTE If any of the conditions in Section 8.3(a)(ii) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and Spinco each shall have consent to the exclusive right to control the conduct and settlement entry of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept judgment or enter into any settlement without with respect to, the consent of claim in any manner it may deem appropriate and (B) the Indemnifying Party, which consent shall not be unreasonably withheld or delayedSellers will remain responsible for any Damages the Indemnified Taxpayer may suffer to the fullest extent provided in this Section 8.1. (cvi) DTE In the event of a conflict between any provision of this Article 8 and the provisions of Article 9, Article 8 shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestprevail.

Tax Contests. (a) DTE MetLife or SpincoBrighthouse, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest or Tax Contest Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure; provided, however, that such Indemnitee shall make all commercially reasonable efforts to mitigate such failure, including by seeking an extension of any relevant time limitations or deadlines for response. (b) DTE Subject to the next two sentences, MetLife and Spinco Brighthouse each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a3.01. With respect to a Tax Contest relating to a Joint Return described in clauses (1) or (2) of Section 3.01(c), (i) MetLife shall solely control the resolution of such Tax Contest, (ii) Brighthouse shall be permitted to participate in all formally scheduled meetings with any Tax Authority relating to such contest, (iii) MetLife shall allow Brighthouse a reasonable opportunity to comment on any material proposed course of action and shall take account of Brighthouse’s reasonable comments in relation thereto, (iv) MetLife shall conduct such Tax Contest with reasonable diligence and in good faith and (v) MetLife shall keep Brighthouse promptly informed of all material developments in relation to the Tax Contest, and (vi) if the outcome of a Tax Contest is material to Brighthouse but not material to MetLife, MetLife must either (A) obtain the consent of Brighthouse to settle such Tax Contest, which consent shall not be unreasonably withheld or (B) waive any and all rights to indemnification or payment from Brighthouse pursuant to Article II for matters arising from such Tax Contest. In determining the materiality of the outcome of a Tax Contest under this clause (vi), Brighthouse’s harm shall be measured by the amount of any cash paid and the present value of any lost Tax Attributes, computed using a discount rate equal to the Early Termination Rate (as defined in the Tax Receivables Agreement). Notwithstanding the foregoing, if If the conduct or settlement of any portion or aspect of any such Tax Contest that does not relate to a Joint Return could reasonably be expected to cause a Party to have an indemnification obligation or a refund entitlement under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect, and (ii) whether or not the Indemnifying Party exercises a right to control a Tax Contest, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE MetLife and Brighthouse shall have the exclusive right to control jointly the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement . Each Party shall execute any power of any portion or aspect of any attorney necessary to effectuate such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof)joint control. Notwithstanding the foregoing, either Party MetLife shall be entitled to control exclusively control the conduct and settlement of any Transaction Tax Contest if such Party MetLife notifies the other Party Brighthouse that (notwithstanding the rights and obligations of the Parties under this Agreement) it MetLife agrees to pay (and indemnify the other Party against Brighthouse against) any Transaction Taxes Tax-Related Losses resulting from such Transaction Tax Contest. (d) Joint control of the conduct and settlement of any Tax Contest (or portion or aspect thereof) shall include but not be limited to the following: (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party, which shall not be unreasonably withheld or delayed, (ii) both Parties shall have a right to review and consent to, which consent shall not be unreasonably withheld or delayed, any correspondence or filings to be submitted to any Taxing Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iii) both Parties shall have the right to attend any telephonic or in-person meetings with any Tax Authority or hearings unless waived in writing.

Tax Contests. (a) DTE If, subsequent to the Closing, the Purchaser or Spinco, as applicable, shall, within 10 business days of becoming aware a Related Purchaser Party receives notice of any Transaction inquiries, claims, assessments, audits or similar events with respect to any Seller Taxes (other than Taxes of the Partnership) (a “Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this AgreementContest”), notify the other Party then promptly after receipt of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to notice, the Indemnifying Party copies of notices and communications relating to Purchaser shall inform the relevant portions Sellers of such Tax Contest. A notice; provided, however, that failure by an Indemnitee to give notice as provided in comply with this Section 3.03(a) (or to promptly forward any such notices or communications) provision shall not relieve affect the Indemnifying PartyPurchaser’s right to indemnification obligations under this Agreementhereunder except if, except and only to the extent that the Indemnifying Party shall have been actually prejudiced by that, as a result of such failure. (b) DTE and Spinco each , the Sellers were actually prejudiced. The Sellers shall have the exclusive right to control the conduct and settlement resolution of (1) any Tax ContestContest relating to the Subject Entities’ and the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Period, and (2) any other Tax Contest that relates solely to Seller Taxes; provided, however, that the Sellers shall notify the Purchaser in writing and keep the Purchaser apprised of the status of same. The Purchaser shall have the right to participate in any Tax Contest controlled by the Sellers at its own expense. The Sellers shall not settle or compromise any Tax Contest (other than a Transaction Tax Contest, Contests relating to any the Subject Entities’ or the Seller’s Income Tax Return that it is responsible for preparing pursuant liabilities attributable solely to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such a Pre-Closing Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement Period) without the prior written consent of the Indemnifying PartyPurchaser, which consent shall not be unreasonably withheld delayed, conditioned or delayed. (c) DTE withheld. The Purchaser shall have the exclusive right to control the conduct and settlement resolution of any Transaction all other Tax ContestContests that relate to a Pre-Closing Tax Period; provided, however, that where the conduct or settlement Purchaser shall notify the Sellers in writing and keep the Sellers apprised of any portion or aspect the status of same. The Sellers shall have the right to participate in any such Transaction Tax Contest could reasonably be expected that related to cause Spinco a Pre-Closing Tax Period controlled by the Purchaser at their own expense. To the extent such Tax Contest relates to have an indemnification obligation under this AgreementSeller Taxes, then (i) DTE the Purchaser shall not accept settle or enter into compromise any settlement relating to any Transaction Tax Contest without the prior written consent of Spincothe Sellers, which consent shall not be unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority conditioned or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestwithheld.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Purchaser and Sellers shall promptly notify each other upon receipt by such party of becoming aware written notice of any Transaction inquiries, claims, assessments, or audits that relate to Taxes for a Pre-Closing Tax Period or Straddle Period with respect to which Sellers may be liable under this Agreement (“Tax Contest Claim”); provided that no failure or delay by Purchaser to give Sellers notice of a Tax Contest that could reasonably be expected Claim shall reduce or otherwise affect the obligations of Seller to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions indemnify Purchaser Indemnified Parties for any Damages arising out of such Tax ContestContest Claim, unless such failure or delay materially impairs the ability of Sellers to defend such Tax Contest Claim. A failure by an Indemnitee With respect to give notice as provided in this Section 3.03(a) (or a Tax Contest Claim that relates solely to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreementa Pre-Closing Period, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Sellers shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating such claim if Sellers provide Purchaser with written notice of their election to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoingcontrol such claim within twenty (20) days of receipt of notice thereof (or such earlier date, if the conduct or settlement failure to assume the defense on such earlier date would materially impair the ability of any portion or aspect of any Purchaser to defend such Tax Contest could reasonably Claim) (any such claim, a “Sellers Tax Contest Claim”); provided that: (a) Sellers shall keep Purchaser informed regarding the progress and substantive aspects of any Sellers Tax Contest Claim, (b) Purchaser shall be expected entitled (at its expense) to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee participate in any Sellers Tax Contest Claim and (c) Sellers shall not accept compromise or enter into settle any settlement Sellers Tax Contest Claim without the Purchaser’s written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, unless the sole consequence of such compromise or delayed. (c) DTE settlement is the payment of a fixed amount of monetary damages that shall have the exclusive right be borne by Sellers pursuant to Section 7.1. If Sellers do not elect to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction a Tax Contest could reasonably be expected Claim that relates solely to cause Spinco to have an indemnification obligation under this Agreementthe Pre-Closing Tax Period, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party Purchaser shall be entitled to exclusively control such claim. With respect to any Tax Contest Claim that does not relate solely to a Pre-Closing Tax Period, Purchaser and Sellers shall jointly control the conduct of such claim and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestshall fully cooperate in all respects.

Tax Contests. (a) DTE Each of Buyer and Seller shall notify the other party within 20 days after receipt by Seller, Buyer or Spincoany 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 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 Matter”), or (ii) with respect to a Texas Franchise Return (a “Texas Franchise Tax Matter”); provided, that failure to so notify Seller or Buyer, as applicable, shallshall not relieve the other party of its obligations hereunder unless and to the extent Seller or Buyer, within 10 business days as applicable, is actually and materially prejudiced thereby; provided, further, that, for the avoidance of becoming aware doubt, Seller shall have no obligation to notify Buyer of any Transaction Tax Contest Matters relating to a Consolidated or Combined Return that is not a Texas Franchise Tax Contest Matter. (b) Seller shall control any Tax Matters relating to a Consolidated or 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 right to control any Pre-Closing Tax Matters that could reasonably be expected to cause the other Party result in a Pre-Closing Tax and (ii) Seller shall control any Texas Franchise Tax Matter at Seller’s own cost and expense; provided that Seller shall (A) diligently prosecute such Tax Matters in good faith, (B) notify Buyer of significant developments with respect to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest Matters and thereafter promptly forward or make available keep Buyer reasonably informed and consult with Buyer as to the Indemnifying Party copies resolution of notices and communications relating to any issue that would materially affect Buyer or any of its Affiliates (including the relevant portions of such Tax Contest. A failure by an Indemnitee to Target Companies), (C) give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement Buyer a copy of any Tax Contest, adjustment or assessment proposed in writing with respect to such Tax Matters and copies of any other than a Transaction written correspondence with the relevant Tax Contest, authority relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this AgreementMatters, then the Indemnitee shall (D) not accept settle or enter into compromise any settlement issue without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld or delayed, and (E) otherwise permit the Buyer to participate in (but not control) such Tax Matters, at Buyer’s own expense. (c) DTE Buyer shall have control any Tax Matters of any of the exclusive right 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 5.4(b), a Texas Franchise Tax Matter, or a Tax Matter that Seller elects to control pursuant to the conduct second sentence of Section 5.4(b)), at Buyer’s own cost and settlement 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 Transaction Tax Contest; providedissue that would materially affect Seller or any of its Affiliates, that where the conduct or settlement (C) give Seller a copy of any portion Tax adjustment or aspect assessment proposed in writing with respect to such Tax Matters and copies of any such Transaction other written correspondence with the relevant Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement authority relating to such Tax Matters, (D) not settle or compromise any Transaction Tax Contest issue without the prior written consent of SpincoSeller, which consent shall not be unreasonably be withheld or delayed, and (iiE) Spinco shall have otherwise permit the right Seller to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityparticipate in (but not control) such Tax Matters, in each case with respect to such Transaction Tax Contest at Seller’s own expense. (or d) To the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement extent of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights inconsistency or conflict between this Section 5.4 and obligations of the Parties under Section 8.3 or Section 8.4, this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 5.4 shall control.

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") DTE relating to any Pre-Closing Tax Return or Spinco, as applicable, shall, Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller of its intent to control such Tax Contest within 10 business 15 days of becoming aware receiving notice of any Transaction such Tax Contest or and (ii) such Tax Contest does not involve issues that could reasonably be expected to cause affect the other Party to have an indemnification obligation under this Agreement, notify Tax liability or attributes of Seller or its Affiliates (including the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax ContestSeller Retained Subsidiaries). A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating With respect to any Tax Return that it is responsible for preparing Contest controlled by IDB Buyer pursuant to this Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest 5.7(d) that could reasonably be expected to cause affect the Tax liability or attributes of Seller or its Affiliates in a Party to have an indemnification obligation under this AgreementPost-Closing Tax Period, then the Indemnitee IDB Buyer shall not accept or enter into any settlement not, without the prior written consent of the Indemnifying Party, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed. ), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (c) DTE including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall have the exclusive right to control the conduct and settlement of any Transaction direct such Tax Contest; providedprovided that (a) IDB Buyer may, that where the conduct or settlement of any portion or aspect of at its own expense, participate in any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then and employ counsel separate from the counsel employed by Seller and (ib) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the prior written consent of Spinco, IDB Buyer (which consent shall not be unreasonably be withheld withheld, conditioned or delayed, ) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of the Seller Indemnified Parties pursuant to Section 5.7(h) and (ii) Spinco shall have the right IDB Buyer has acknowledged in writing that any Taxes payable to attend any formally scheduled meetings Seller or its Affiliates in connection with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations will result in indemnification of the Seller Indemnified Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction extent such Taxes resulting from such Transaction Tax Contestotherwise would give rise to an indemnification payment pursuant to Section 5.7(h).

Tax Contests. (a) DTE Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any Purchasing Subsidiary or Spinco, as applicable, shall, within 10 business days any Transferred Subsidiary of becoming aware a written notice of any Transaction pending or threatened Tax audits or assessments with respect to Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes (“Tax Contest Claims”); provided that no failure or delay by Purchaser to provide notice of a Tax Contest that could reasonably be expected to cause Claim shall reduce or otherwise affect the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, Seller hereunder except to the extent that the Indemnifying Party shall have been actually defense of such Tax Contest Claim is prejudiced by such failure. thereby. Unless the Tax Contest Claim is in respect of either (bx) DTE and Spinco each a Straddle Period Return or (y) a taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period, Seller shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, issues relating to Excluded Taxes or any Tax Return that it is responsible for preparing other claims pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any 10.01 with respect to Taxes in such Tax Contest Claim; provided that if such Tax Contest Claim involves or could reasonably affect Taxes (other than Excluded Taxes or Taxes for which Seller would be expected required to cause a Party indemnify Purchaser under Section 10.01) of Purchaser, any Purchasing Subsidiary or any Transferred Subsidiary, (i) Seller shall have confirmed in writing that it will pay any Excluded Taxes and any Taxes for which Seller would be required to have indemnify Purchaser under Section 10.01, in each case, arising from such Tax Contest Claim, (ii) Seller shall keep Purchaser informed regarding the progress and substantive aspects of such Tax Contest Claim, including providing Purchaser with all written materials relating to such Tax Contest Claim received from the relevant Tax authority and all written materials submitted to such Tax authority by Seller, (iii) Purchaser shall be entitled to participate in such Tax Contest Claim, including having an indemnification obligation under this Agreementopportunity to comment on any written materials prepared in connection with such Tax Contest Claim and attending any conferences relating to such Tax Contest Claim, then the Indemnitee and (iv) Seller shall not accept compromise or enter into any settlement settle such Tax Contest Claim without the consent of the Indemnifying Partyobtaining Purchaser’s prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (b) Purchaser shall control the conduct of any issues in any Tax Contest Claim in respect of (x) Straddle Period Returns and (y) any taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period; provided, in each case, that (i) Purchaser shall keep the Seller Representative informed regarding the progress and substantive aspects of such Tax Contest Claim, including providing the Seller Representative with all written materials relating to such Tax proceeding received from the relevant Tax authority and all written materials submitted to such Tax authority by Purchaser, but in each case only to the extent relating to Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, (ii) Seller shall be entitled to participate in any such Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with any such Tax Contest Claim and attending any conferences relating to any such Tax Contest Claim, but only with regard to Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, and (iii) Purchaser shall not compromise or settle any such Tax Contest Claim in such manner as to affect Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction All Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party Claims shall be entitled to exclusively control the conduct controlled by this Section 4.05 and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestnot by Section 10.04.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Ashford Prime shall inform Ashford Trust of becoming aware the commencement of any Transaction audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which any member of the Ashford Prime Group may be entitled to indemnity from any member of the Ashford Trust Group hereunder. With respect to any Tax Contest or listed on Schedule 9.4 and any other Tax Contest for which Ashford Trust acknowledges in writing that could reasonably any member of the Ashford Trust Group is liable under Article X for any and all Losses relating thereto, the Ashford Trust Group shall be expected entitled to cause control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) Ashford Trust shall promptly notify Ashford Prime in writing of its intention to control such Tax Contest, (y) in the other Party to have an indemnification obligation under this Agreement, notify the other Party case of such Transaction a Tax Contest relating to Taxes of any of the Property and JV Entities, the TRS Entities or any of their respective Subsidiaries for a Tax period that includes but does not end on the Distribution Date, Ashford Trust and Ashford Prime shall jointly control all proceedings taken in connection with any such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a(z) (or to promptly forward if any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any member of the Ashford Prime Group, then or any of their Affiliates in any Tax period beginning after the Indemnitee Distribution Date, the Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying PartyAshford Prime’s consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to Ashford Trust of the commencement of any Tax Contest and Ashford Trust does not, within ten (10) Business Days after Ashford Prime’s notice is given, give notice to Ashford Prime of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Ashford Trust OP), each member of the Ashford Trust Group shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Prime. The failure of Ashford Prime to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect Ashford Trust’s obligation with respect thereto except to the extent that Ashford Trust can demonstrate actual loss and prejudice as a result of such Party notifies the other Party that (notwithstanding the rights failure. Ashford Prime, Ashford Prime OP and obligations of the Parties under this Agreement) it agrees Ashford Prime TRS shall use their reasonable efforts to pay and indemnify the other Party against any Transaction Taxes resulting from provide Ashford Trust OP with such Transaction assistance as may be reasonably requested by Ashford Trust in connection with a Tax ContestContest controlled solely or jointly by Ashford Trust.

Tax Contests. (ai) DTE or Spinco, as applicable, FEMSA shall, within 10 business days at its sole option, control the conduct, at its sole expense, through its own counsel and with the cooperation of becoming aware the Heineken Parties, of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) claim (or any inquiry) for Taxes by any Governmental Entity (a “Tax Claim”) involving any asserted liability with respect or relating solely to promptly forward any Tax period ending on or before the Reference Date for which FEMSA has responsibility under Section 6.17(a). If FEMSA assumes such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreementdefense, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Heineken shall have the exclusive right to participate in the defense thereof and to employ counsel (not reasonably objected to by FEMSA), at their own expense, it being understood that FEMSA shall control such defense, including the right to control the conduct all negotiations, settlements, compromises and settlement appeals of any such Tax ContestClaim, other than all of which shall be at the expense of FEMSA. In any event, if FEMSA fails to take reasonable steps necessary to defend diligently the Tax Claim within 20 days after receiving notice with respect to the Tax Claim, the Heineken Parties may assume such defense, and the fees and expenses of their attorneys will be covered by the indemnity provided for in Section 9.2(b). If FEMSA chooses to defend or prosecute a Transaction Tax ContestClaim, relating Heineken shall cooperate in the defense or prosecution thereof. Such cooperation by Heineken shall include the retention and (upon FEMSA’s request and at FEMSA’s expense) the provision to FEMSA of records and information that are reasonably relevant to such Tax Claim, the commencement of Proceedings with respect to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that a material failure to provide such cooperation by Heineken, after notice of such failure to Heineken and a reasonable opportunity to respond to such notice, shall bar the Heineken Parties from any remedy with respect to such Tax Claim. FEMSA shall have all rights to settle, compromise and/or concede such Tax Claim and Heineken shall reasonably cooperate and shall cause the Company and each Company Subsidiary to reasonably cooperate; provided, however, that FEMSA shall not settle, compromise and/or concede such Tax Claim in a manner that would adversely affect the Heineken Parties or any of the Company or a Company Subsidiary without the prior written consent of Heineken, which consent shall not be unreasonably withheld or delayed. FEMSA shall not extend the applicable statute of limitations with respect to any Tax Return for any Tax period ending on or before the Reference Date without the prior written consent of Heineken, which consent shall not be unreasonably withheld or delayed. (ii) With respect to any Tax Claim for which FEMSA has responsibility under Section 6.17(a) that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoinginvolves any Straddle Period, if Heineken and FEMSA shall jointly control the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause Claim through counsel of their own choosing and expense; provided, however, that neither Heineken nor FEMSA shall settle, compromise or concede such Tax Claim in a manner that would adversely affect the other Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying such Party, which consent shall not be unreasonably withheld or delayed. (ciii) DTE shall have With respect to any Tax Claim that relates solely to Taxes that are not the exclusive right responsibility of FEMSA under Section 6.17(a), or Tax Claims as to which FEMSA has not exercised its option to control or jointly control such Tax Claim, the conduct and settlement of any Transaction Tax Contest; providedHeineken Parties shall not settle, that where the conduct compromise or settlement of any portion or aspect of concede any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest Claim in a manner that would adversely affect FEMSA without the prior written consent of SpincoFEMSA, which consent shall not be unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or SpincoIf any claim for Tax is asserted by any Governmental Authority against ESI that, as applicableif successful, would result in an Indemnity Claim the parties hereto agree to abide by the following procedures in handling any such claim: (i) Each party shall, within 10 business days upon receiving any notice of becoming aware an assertion of any Transaction Tax Contest or Tax Contest a claim for Taxes that could reasonably be expected to cause the other Party to have would result in an indemnification obligation under this AgreementIndemnity Claim, notify the other Party party in writing of such Transaction Tax Contest assertion of a claim for Taxes within a reasonable period of time. In the event that notice of such claim is not given to NYLIFE LLC or Tax Contest NYL within a sufficient period of time or in reasonable detail to apprise NYLIFE LLC or NYL of the nature of the claim (in each instance taking into account the facts and thereafter promptly forward circumstances with respect to such claim), NYLIFE LLC or make available NYL shall not be liable to ESI under Section 6.1(a) for such claim to the Indemnifying Party copies extent, if any, that the rights of notices NYLIFE LLC or NYL with respect to such claim are actually materially prejudiced. (ii) NYLIFE LLC or NYL shall control all proceedings taken in connection with contesting any such claim. ESI shall take such action in connection with contesting such claim as NYLIFE LLC or NYL shall reasonably request in writing from time to time; provided that (A) within a reasonable period (or such earlier date that any payment of Taxes is due by ESI) after the notice described in Section 6.2(a)(i) has been delivered to NYLIFE LLC or NYL, NYLIFE LLC or NYL requests that such claim be contested; (B) NYLIFE LLC and/or NYL shall have agreed to pay on an after-Tax basis to ESI on demand all costs and communications relating expenses in connection with 10 12 contesting such claim (or appeal), including, without limitation, reasonable attorneys' and accountants' fees and disbursements; (C) if ESI is requested or shall determine to pay the relevant portions Tax claimed and sue ▇▇▇ a refund, NYLIFE LLC or NYL shall have advanced to ESI, on an interest-free basis (and at no additional tax cost to ESI), the amount of such Tax Contest. A failure by an Indemnitee claim; (D) ESI is allowed to give notice as provided participate in this Section 3.03(a) (or to promptly forward any the contest of such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except claim to the extent that the Indemnifying Party resolution could have a material adverse effect on ESI, and (E) NYLIFE LLC or NYL shall not settle or compromise such Indemnity Claim without the prior written consent of ESI if the settlement or compromise would have been actually prejudiced a material adverse effect on ESI for a post-Closing period. In the case of any such claim referred to above, ESI shall give to NYLIFE LLC or NYL any information reasonably requested by NYLIFE LLC or NYL relating to such failureclaim and otherwise shall cooperate with NYLIFE LLC or NYL in good faith in order to contest effectively any such claim. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement If, after actual receipt by ESI of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing an amount advanced by NYLIFE LLC or NYL pursuant to clause C of Section 3.01(a6.2(a)(ii). Notwithstanding , the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent extent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement liability of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case ESI with respect to such Transaction Tax Contest (the indemnified matter shall be established, ESI shall promptly pay to NYLIFE LLC or NYL all or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if refund received by or credited to ESI with respect to the indemnified matter (together with any interest paid or credit thereon by the relevant Governmental Authority) reduced by any liability for Taxes incurred by ESI in respect of such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestpayment.

Tax Contests. (a) DTE Buyer shall deliver a written notice to Seller promptly following any demand, Claim, or Spinconotice of commencement of a Claim, as applicableproposed adjustment, shallassessment, within 10 business days audit, examination or other administrative or court Proceeding with respect to Taxes of becoming aware of any Transaction the Company for which Seller may be liable (“Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest Contest”) and thereafter promptly forward or make available shall describe in reasonable detail (to the Indemnifying Party copies of notices and communications relating to extent known by Buyer) the relevant portions of facts constituting the basis for such Tax Contest. A , 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 by an Indemnitee or delay to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) so notify Seller shall not relieve the Indemnifying Party’s indemnification obligations under this AgreementSeller of any obligation or liability that Seller may have to Buyer, except to the extent that the Indemnifying Party shall have been actually Seller demonstrates that Seller is materially and adversely prejudiced by such failurethereby. (b) DTE With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Seller may elect to assume and Spinco each shall have the exclusive right to control the conduct defense of such Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Seller of the Tax Claim Notice. If Seller elects to assume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit, or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Seller elects to assume the defense of any Tax Contest, other than a Transaction Tax Contest, Seller shall: (x) keep Buyer reasonably informed of all material developments and events relating to any such Tax Return that it is responsible for preparing pursuant Contest (including promptly forwarding copies to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement Buyer of any portion related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or aspect prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control) the defense of such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (including participating in any discussions with the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedapplicable Tax Authorities regarding such Tax Contests). (c) DTE shall have In connection with any Tax Contest that relates to Taxes of the exclusive right Company for a Pre-Closing Tax Period that: (i) Seller does not timely elect to control the conduct pursuant to Section 7.7(b); or (ii) Seller fails to diligently defend, such Tax Contest shall be controlled by Buyer (and settlement Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section 7.7(c)) and Seller agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (x) keep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any Transaction related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (iiz) Spinco provide such cooperation and information as Seller shall reasonably request, and, at his own cost and expense, Seller shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, participate in each case with respect to (but not control) the defense of such Transaction Tax Contest (or including participating in any discussions with the relevant portion or aspect thereofapplicable Tax Authorities regarding such Tax Contests). Notwithstanding . (d) In connection with any Tax Contest for Taxes of the foregoingCompany for any Straddle Period, either Party such Tax Contest shall be entitled controlled by Buyer; provided, that 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 Seller, with such consent not to exclusively control the conduct be unreasonably withheld, conditioned or delayed. Buyer shall: (x) keep Seller informed of all material developments and settlement events relating to such Tax Contest (including promptly forwarding copies to Seller of any Transaction related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Seller shall reasonably request, and, at its own cost and expense, Seller shall have the right to participate in (but not control) the defense of such Tax Contest if (including participating in any discussions with the applicable Tax Authorities regarding such Party notifies Tax Contests). (e) Notwithstanding anything to the other Party that (notwithstanding the rights and obligations of the Parties under contrary contained in this Agreement) it agrees to pay , the procedures for all Tax Contests shall be governed exclusively by this Section 7.7 (and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestnot Section 8.3).

Tax Contests. From and after the Closing: (ai) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware the JV Company shall promptly notify (A) Peabody upon receipt by any JV Entity of any Transaction written notice of any Tax Contest for which any Person would be entitled to make a Claim for indemnification under Section 8.2 or that would give rise to a Pre-Closing Tax Asset and (B) Arch upon receipt by any JV Entity of any written notice of any Tax Contest for which any Person would be entitled to make a Claim for indemnification under Section 8.3 or that could would give rise to a Pre-Closing Tax Asset. Any such notice shall specify whether such Tax Contest would reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; (ii) Peabody shall promptly notify the other Party Arch upon receipt by Peabody or any of such Transaction its Affiliates of any written notice of any Tax Contest or Tax Contest and thereafter promptly forward or make available to if the Indemnifying Party copies of notices and communications relating to the relevant portions resolution of such Tax Contest. A failure Contest would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; (iii) Arch shall promptly notify Peabody upon receipt by an Indemnitee Arch or any of its Affiliates of any written notice of any Tax Contest if the resolution of such Tax Contest would reasonably be expected to give notice as provided result in this Section 3.03(aor otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; and (iv) (or to promptly forward any such notices or communicationsA) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Peabody shall have the exclusive sole right to direct and control the conduct and settlement defense of any Tax Contest, other than Contests for which any Person be entitled to make a Transaction Claim for indemnification under Section 8.2 or that would give rise to a Pre-Closing Tax Contest, relating Asset and (B) Arch shall have the sole right to direct and control the defense of any Tax Return Contests for which any Person would be entitled to make a Claim for indemnification under Section 8.3 or that it is responsible for preparing pursuant would give rise to Section 3.01(a). Notwithstanding the foregoinga Pre-Closing Tax Asset; provided, however, in each case, that if the conduct or settlement of any portion or aspect of any such Tax Contest could would reasonably be expected to cause a result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period, the controlling Party shall keep the other Party reasonably informed as to have an indemnification obligation under this Agreement, then the Indemnitee progress of such Tax Contest and shall not accept or enter into any settlement or compromise of such Tax Contest in any manner that would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period without the other Party’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld withheld, conditioned or delayed. ). No provision of this Section 6.21(c)(iv) shall apply to Tax Contests relating to Income Taxes (c) DTE other than Tax Contests related to Peabody Prepared Returns and Arch Prepared Returns), and Peabody or Arch, as applicable, shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. After the Closing Date, Parent shall notify the Stockholders’ Agent within ten (a10) DTE days of the commencement of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or Spincoother administrative or court proceeding, suit, dispute or other claim with respect to Taxes (a “Tax Claim”) affecting the Taxes of or with respect to the Company or any of its Subsidiaries that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof; provided, however, that a failure by Parent to provide notice of a Tax Claim within such ten (10) day period shall not entitle the Indemnifying Persons to reduce the amount of the liability required to be paid pursuant to the Tax Indemnity under Section 8.2(a) unless such failure results in a material detriment to the Indemnifying Persons, in which case the amount the Indemnifying Persons are required to pay with respect to such liability shall only be reduced by the amount of such detriment. Thereafter, Parent shall deliver to the Stockholders’ Agent, as applicablepromptly as possible but in no event later than ten (10) days after Parent’s receipt thereof, shall, within 10 business days copies of becoming aware all relevant notices and documents (including court papers) received by Parent. In the case of any Transaction Tax Contest 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 Contest 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 cause adversely affect the other Party to have an indemnification obligation under this AgreementCompany, notify any of its Subsidiaries, Parent or its affiliates after the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available Closing Date, (iii) the Stockholders’ Agent shall keep Parent timely informed with respect to the Indemnifying Party copies of notices commencement, status and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect nature of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then Claim and (iv) the Indemnitee Stockholders’ Agent shall not accept settle, compromise or enter into dispose of any settlement Tax Claim without the consent of the Indemnifying PartyParent, 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 the party controlling the Straddle Period Tax Claim (i) shall not settle such audit or proceeding without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have keep the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case other party timely informed with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoingcommencement, either Party shall be entitled to exclusively control the conduct status and settlement nature of any Transaction such Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestClaim.

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”) DTE relating to any Pre-Closing Tax Return or Spinco, as applicable, shall, Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller of its intent to control such Tax Contest within 10 business 15 days of becoming aware receiving notice of any Transaction such Tax Contest or and (ii) such Tax Contest does not involve issues that could reasonably be expected to cause affect the other Party to have an indemnification obligation under this Agreement, notify Tax liability or attributes of Seller or its Affiliates (including the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax ContestSeller Retained Subsidiaries). A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating With respect to any Tax Return that it is responsible for preparing Contest controlled by IDB Buyer pursuant to this Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest 5.7(d) that could reasonably be expected to cause affect the Tax liability or attributes of Seller or its Affiliates in a Party to have an indemnification obligation under this AgreementPost-Closing Tax Period, then the Indemnitee IDB Buyer shall not accept or enter into any settlement not, without the prior written consent of the Indemnifying Party, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed. ), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (c) DTE including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall have the exclusive right to control the conduct and settlement of any Transaction direct such Tax Contest; providedprovided that (a) IDB Buyer may, that where the conduct or settlement of any portion or aspect of at its own expense, participate in any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then and employ counsel separate from the counsel employed by Seller and (ib) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the prior written consent of Spinco, IDB Buyer (which consent shall not be unreasonably be withheld withheld, conditioned or delayed, ) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of the Seller Indemnified Parties pursuant to Section 5.7(h) and (ii) Spinco shall have the right IDB Buyer has acknowledged in writing that any Taxes payable to attend any formally scheduled meetings Seller or its Affiliates in connection with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations will result in indemnification of the Seller Indemnified Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction extent such Taxes resulting from such Transaction Tax Contestotherwise would give rise to an indemnification payment pursuant to Section 5.7(h).

Tax Contests. (a) DTE Following the Closing, if Purchaser, Parent, any of their respective Affiliates or Spincoany of the Transferred Entities receives notice of any Tax Proceeding that relates to a Pre-Closing Period or a Straddle Period of a Transferred Entity or any Mamba Assets or Mamba Liabilities that, if resolved adversely, could otherwise reasonably be expected to increase the liability of any Party or its Affiliates for Taxes, including pursuant to this Agreement, or reduce Parent’s entitlement to Tax Refunds (each, an “Applicable Tax Contest”), then Purchaser or Parent, as applicable, shallshall promptly give written notice to the other party; provided, within 10 business days however, that failure to give such notification shall not release the Indemnifying Party from any of becoming aware its obligations under this Section 7.2(a) or Article X, except to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. Such notice shall specify in reasonable detail the basis for such Applicable Tax Contest and, to the extent known, the amount thereof and shall include a copy of the relevant portion of any Transaction correspondence received relating to such Applicable Tax Contest. (b) In the case of an Applicable Tax Contest relating to a Pre-Closing Period, Parent shall have the right, at its own expense, to control the conduct of such Applicable Tax Contest; provided that (i) Parent shall defend such Applicable Tax Contest diligently and in good faith, (ii) Parent shall keep Purchaser reasonably informed of the status of developments with respect to such Applicable Tax Contest; (iii) Purchaser shall have the right to participate in (but not control) such Applicable Tax Contest at its own expense, including attending any meetings or conferences with the relevant Governmental Entity and having an opportunity to comment on any written materials prepared in connection with any such Applicable Tax Contest and (iv) Parent shall not settle, compromise or concede any such Applicable Tax Contest that could reasonably be expected to cause materially affect the other Party to have an indemnification obligation under this Agreement, notify Tax liability of the other Party of such Transaction Tax Contest Transferred Entities or Tax Contest and thereafter promptly forward or make available arising with respect to the Indemnifying Party copies of notices and communications relating to Mamba Assets or the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) Mamba Liabilities (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Partytaking into account Parent’s indemnification indemnity obligations under this Agreement) without the prior written consent of Purchaser, except to the extent that the Indemnifying Party which shall have been actually prejudiced by such failurenot be unreasonably withheld, conditioned or delayed. (bc) DTE Except as described in Section 7.2(b), Purchaser shall have the right to control the conduct of the Applicable Tax Contest; provided, that Purchaser shall (i) defend such Applicable Tax Contest diligently and Spinco each in good faith, (ii) keep Parent reasonably informed of the status of developments with respect to such Applicable Tax Contest, (iii) permit Parent to participate, at its own expense, in such Applicable Tax Contest, including attending any meetings or conferences with the relevant Governmental Entity and having an opportunity to comment on any written materials prepared in connection with any such Applicable Tax Contest and (iv) not, and shall cause its Affiliates not to, settle, compromise or concede such Applicable Tax Contest without the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, (i) Parent shall have the exclusive right to control the conduct in all respects, and settlement neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Contest, other than a Transaction Tax Contest, relating Proceeding with respect to any Parent Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have in the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement event of any Transaction Tax Contest if such Party notifies conflict between this Section 7.2 and Section 10.4, the other Party that (notwithstanding the rights and obligations provisions of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 7.2 shall control.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware Seller and Purchaser shall provide prompt notice to the other of any Transaction Tax pending or threatened Contest of which it or Tax Contest that could reasonably be expected any Affiliate becomes aware related to cause Taxes for any taxable period for which it is indemnified by the other Party hereunder. Such notice shall contain factual information (to have the extent known) describing any asserted Tax Liability in reasonable detail and shall be accompanied by copies of any notice and other material documents it has received from any Taxing Authority in respect of any such matters. If a Party or any Affiliate has knowledge of an indemnification obligation asserted Tax Liability with respect to a matter for which such Party is to be indemnified under this Agreement, notify Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax Liability. The failure to provide such prompt notice or other documents or information shall relieve the indemnifying Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available any Liability that it may have to the Indemnifying indemnified Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except only to the extent that the Indemnifying indemnifying Party shall have been is actually and materially prejudiced by such failurethereby. (b) DTE and Spinco each Seller or its designee shall have the exclusive right to represent a Conveyed Company’s interests in any Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof, 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, at Purchaser’s own expense, to consult with Seller regarding and to participate fully in all aspects of the prosecution and defense of any such Contest; and provided, further, that any settlement or other disposition of any such Contest that may affect Purchaser or any Affiliate for any taxable period beginning after the Closing Date or any portion of a 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. In the case of any such Contest, in the event that Purchaser unreasonably withholds, delays or conditions consent in violation of the preceding sentence, Seller shall be relieved of its obligation under Section 7.6(b) to indemnify Purchaser for any Tax with respect to such Contest only to the extent that Seller is actually prejudiced thereby. (c) Purchaser shall have the right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Tax Return that it is responsible for preparing Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company pursuant to Section 3.01(a7.5(b). Notwithstanding ; provided, however, that Seller shall have the foregoingright, if at Seller’s own expense, to consult with Purchaser regarding and to participate fully in all aspects of the conduct or settlement of any portion or aspect prosecution and defense of any such Contest that may affect a 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 affect a 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 prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. In the case of any such Contest, in the event that Seller unreasonably withholds, delays or conditions consent in violation of the preceding sentence, Purchaser shall be relieved of its obligation under Section 7.6(c) to indemnify Seller for any Tax with respect to such Contest could reasonably be expected only to cause a Party to have an indemnification obligation the extent that the Purchaser is actually prejudiced thereby. (d) As with all other Tax disputes under this Agreement, then it is understood by the Indemnitee Parties that any disputes arising under this Section 7.5, including disputes regarding consent being unreasonably withheld, delayed or conditioned, shall not accept or enter into any settlement without constitute disputes regarding matters in this Article VII that require the consent agreement of the Indemnifying PartyParties within the meaning of Section 7.10 of this Agreement and, which consent therefore, shall not be unreasonably withheld or delayedresolved in accordance with Section 7.10 of this Agreement. (ce) DTE shall have the exclusive right to control the conduct Seller and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityPurchaser agree, in each case at no cost to the other Party, to cooperate with respect the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such Transaction books, records and files. (f) Where there is a dispute with a Taxing Authority regarding Liability for Tax Contest (for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or shall cause the appropriate Conveyed Company to, as the case may be, at the request of the Seller, pay the amount of the disputed Tax to the Taxing Authority; provided that Seller has provided Purchaser or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled Conveyed Company with sufficient funds to exclusively control the conduct and settlement make such payment of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestdisputed Tax.

Tax Contests. (a) DTE TWX or SpincoTime, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest or Tax Contest Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE TWX and Spinco Time each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, that Time agrees to, and shall not dispute or contest, any affirmative adjustments that are described on Schedule 3.04(b). (c) DTE TWX and Time shall have the exclusive right to control jointly the conduct and settlement of any Transaction Tax Contest; provided. Notwithstanding the foregoing, that where TWX shall be entitled to control exclusively the conduct or and settlement of any Transaction Tax Contest if TWX notifies Time that (notwithstanding the rights and obligations of the Parties under this Agreement) TWX agrees to pay (and indemnify Time against) any Transaction Taxes resulting from such Transaction Tax Contest. (d) In any case where the Parties control jointly the conduct and settlement of any Tax Contest (or portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then thereof): (i) DTE neither Party shall not accept or enter into any settlement relating to any Transaction of such Tax Contest (or the relevant portion or aspect thereof) without the consent of Spincothe other Party, which shall not be unreasonably withheld or delayed, (ii) both Parties shall have a right to review and consent, which consent shall not be unreasonably be withheld or delayed, to any correspondence or filings to be submitted to any Taxing Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iiiii) Spinco both Parties shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE Seller and its duly appointed representatives shall have the sole right to supervise or Spincootherwise coordinate any examination process and to negotiate, as applicableresolve, shall, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Pre-Closing Tax Returns. Each party hereto shall within 10 business 14 days after it has knowledge of becoming aware of any Transaction Tax Contest the assertion or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, commencement thereof notify the other Party party of the written assertion of any claim or the commencement of any suit, action, proceeding, investigation or audit (any of which may be hereinafter referred to as a "Tax Contest") with respect to any Pre-Closing Tax Returns (but only if such Transaction Tax Contest or would affect the Tax Contest liability of the other party), and thereafter promptly forward or make available shall provide the other party with copies (subject to the Indemnifying Party copies deletion of notices and communications unrelated information) of all correspondence relating to the relevant portions of such Tax Contest. A failure The costs of such Tax Contest shall be borne by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failureSeller. (b) DTE Buyer and Spinco each its duly appointed representatives shall have the exclusive sole right and the obligation to control supervise or otherwise coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Post-Closing Tax Returns. Each party hereto shall within 14 days after it has knowledge thereof notify the conduct and settlement other party of any the written assertion or the commencement of a Tax Contest, other than a Transaction Tax Contest, relating Contest with respect to any Post-Closing Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, Returns (but only if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then would affect the Indemnitee shall not accept or enter into any settlement without the consent Tax liability of the Indemnifying Partyother party), which consent and shall not provide the other party with copies (subject to deletion of unrelated information) of all correspondence relating to such Tax Contest. The costs of such Tax Contest shall be unreasonably withheld or delayedborne by Buyer. (c) DTE Buyer and its duly appointed representatives shall have the exclusive sole right and the obligation to control the conduct supervise or otherwise coordinate any examination process and settlement of to negotiate, resolve, settle or contest any Transaction asserted Tax Contest; provided, that where the conduct deficiencies or settlement of assert and prosecute any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case claim for refund with respect to such Transaction Straddling Returns. Each party hereto shall within fourteen days after it has knowledge thereof notify the other party of the written assertion or the commencement of Tax Contest with respect to any Straddling Return (or but only if such Tax Contest would effect the relevant portion or aspect thereofTax liability of the other party), and shall provide the other party with copies (subject to deletion of unrelated information) of all correspondence to such Tax Contest. Notwithstanding the foregoing, either Party The cost of such Tax Contest shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestborne by Buyer.

Tax Contests. (a) DTE UAC or Spincoits designee shall be entitled to control, at the sole cost and expense of Sellers, any audit, proceeding or contest pertaining to a Pass-Through Tax Form in respect of the Relevant Partnerships relating to a taxable period ending on or prior to the Closing Date (a “Pass-Through Pre-Closing Tax Contest”); provided that Buyers may participate in such proceedings at its own expense and UAC will consider any reasonable, written comments of Buyers provided with respect to any Pass-Through Pre-Closing Tax Contest; provided, further, that UAC (or its designee) shall not settle, abandon or otherwise resolve such Pass-Through Pre-Closing Tax Contest without the prior written consent of Buyers, which consent shall not be unreasonably withheld, conditioned or delayed. Buyers and UAC agree to give prompt written notice to each other of the receipt of any written notice which involves a Pass-Through Pre-Closing Tax Contest; provided, that the failure to give such notice shall not affect the indemnification provided hereunder unless (and only to the extent that) the Party who was entitled to receive such notice has been actually and materially prejudiced by such failure. Buyers agree to furnish or cause to be furnished to UAC, upon reasonable request and at the Sellers’ expense, as applicablepromptly as reasonably practicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available information (including access to the Indemnifying Party copies books and records and accountants of notices and communications the Relevant Partnerships) relating to the relevant portions Relevant Partnerships as is reasonably requested for the preparation, prosecution, defense or conduct of such any Pass-Through Pre-Closing Tax Contest over which UAC has control pursuant to this Section 11.4, including providing any necessary powers of attorney. (b) Notwithstanding anything herein to the contrary, Buyers shall control in good faith the conduct and resolution of any Claim relating to Taxes or Tax Returns of the Acquired Entities, other than any Pass-Through Pre-Closing Tax Contest, for any Pre-Closing Tax Period, in respect of which an indemnity may be sought pursuant to this Agreement (a “Buyer Tax Contest”); provided that UAC may participate in such proceedings at its own expense and Buyers will consider in good faith any reasonable, written comments of UAC provided with respect to any Buyer Tax Contest; provided, further, that neither Buyers nor any Acquired Entity shall settle, abandon or otherwise resolve such Buyer Tax Contest in a manner that would result in any Seller or its Affiliate incurring a material Liability under this Agreement or applicable Law without the prior written consent of UAC, which consent shall not be unreasonably withheld, conditioned or delayed. A failure by an Indemnitee Buyers and UAC agree to give prompt written notice as provided in this Section 3.03(a) (or to promptly forward each other of the receipt of any written notice which involves a Buyer Tax Contest; provided, further, that the failure to give such notices or communications) notice shall not relieve affect the Indemnifying Party’s indemnification obligations under this Agreement, except provided hereunder unless (and only to the extent that that) the Indemnifying Party shall have who was entitled to receive such notice has been actually and materially prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have Notwithstanding anything in this Agreement to the exclusive right to control contrary, the conduct and settlement Parties agree that any relevant Acquired Entity (including any Relevant Partnership) will make an election under Code Section 6226 (or corresponding provisions of any Transaction Tax Contest; provided, that where the conduct state or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (ilocal Law) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings in connection with any Taxing Authority Claim for a Pre-Closing Tax Period involving such Acquired Entity by the IRS or hearings or proceedings before any judicial other applicable taxing authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE The procedures set forth in this Section 10.4 rather than Section 8.6 shall govern the contest or Spinco, as applicable, shall, within 10 business days of becoming aware resolution of any Transaction claim, audit, investigation or proceeding relating to Taxes (a "Tax Contest or Proceeding"). If an Indemnified Party receives notice of a Tax Contest that could reasonably be expected Proceeding, which, if successful, might result in an indemnity payment pursuant to cause Article 8, the other Party to have an indemnification obligation under this Agreement, party receiving such notice shall promptly notify the other Indemnifying Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to Proceeding; provided, however, that the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee Indemnified Party to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) provide prompt notification shall not relieve the Indemnifying Party’s Party of its indemnification obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced thereby in defending such Tax Proceeding. Seller shall have been actually prejudiced by such failure. control all Tax Proceedings related to Taxes that are Excluded Liabilities (bother than Taxes relating to a Straddle Period) DTE and Spinco each shall have the exclusive right to control make all decisions in connection with such Tax Proceedings, including, without limitation, the conduct decision to pursue or forego any and settlement of all administrative appeals, proceedings, hearings and conferences with any Tax ContestAuthority, other than or to pay the Tax claimed, ▇▇▇ for a Transaction refund or contest the disputed Tax Contestin any legally permissible manner; provided, relating however, that Seller shall not take any position with respect to any Tax Return of the foregoing that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could would reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on Buyer without consultation with and prior written consent of Buyer. In lieu of such consent, then Buyer shall have the Indemnitee right to participate in such Tax Proceedings with counsel of its choosing and at its expense. Buyer shall control Tax Proceedings relating to the Taxes covered by Section 10.2 and the Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings and shall not accept settle the claims or enter into any settlement assessments that are the subject of such Tax Proceedings without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. Buyer shall promptly notify Sellers in writing upon receipt by Buyer or any of its Affiliates (including, after the Initial Closing, the Group Companies) of written notice of any Tax audits, examinations or assessments that could give rise to a liability for which Sellers are responsible under Section 10.1(a) of this Agreement (each, a “Tax Contest”); provided, that Buyer’s failure to notify Sellers shall not limit Buyer’s rights under this Article X except to the extent Sellers are actually and materially prejudiced by such failure. Sellers shall promptly notify Buyer in writing upon receipt by Sellers or any of their Covered Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any Group Company. Except as otherwise provided herein, (a) DTE Sellers shall control any Tax audit, examination or Spincoproceeding to the extent such Tax audit, as applicableexamination or proceeding relates to a Tax Return described in Section 10.5(a), shalland (b) Buyer shall control any Tax audit, within 10 business days of becoming aware of any Transaction examination or proceeding that is not described in clause (a). In either case, the Party controlling such Tax Contest audit, examination or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, proceeding shall (w) notify the other Party of significant developments with respect to such Transaction Tax Contest audit, examination or Tax Contest proceeding and thereafter promptly forward or make available keep the other Party reasonably informed and consult with the other Party as to the Indemnifying Party copies resolution of notices and communications relating any issue that would materially affect such other Party, (x) give to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying other Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement a copy of any Tax Contestadjustment proposed in writing with respect to such Tax audit, examination or proceeding and copies of any other than a Transaction Tax Contest, written correspondence with the relevant taxing authority relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementaudit, then the Indemnitee shall examination or proceeding, (y) not accept settle or enter into compromise any settlement issue without the consent of the Indemnifying such other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. delayed and (cz) DTE otherwise permit the other Party to participate in all aspects of such Tax audit, examination or proceeding, at such other Party’s own expense. The Party that is controlling any Tax audit, examination or proceeding pursuant to this Section 10.6, shall control such Tax audit, examination or proceeding in good faith and in a commercially reasonable manner. For the avoidance of doubt, Buyer shall control, and Seller shall have no rights with respect to, any Tax audit, examination or proceeding to the exclusive right extent such Tax audit, examination or proceeding relates to control the conduct and settlement of any Transaction a Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Return for a Post-Closing Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case Period with respect to such Transaction Tax Contest (or the relevant portion or aspect thereofwhich Seller does not bear any potential liability pursuant to Section 10.1(a). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. To the extent Acquiror or any Transferred Entity (aor any of their respective Affiliates) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware receives written notice from any taxing authority of any Transaction Tax Contest proposed audit, assessment, examination, claim or other controversy or proceeding involving Taxes or Tax Contest Returns with respect to the Transferred Entities in respect of any Pre-Closing Tax Period or that could give rise to any Tax liability for which Transferor or any of its Affiliates or direct or indirect owners could reasonably be expected to cause the other Party to have an be responsible for associated Losses (including as a result of any indemnification obligation under the terms of this Agreement) or that could affect amounts payable to Transferor under this Agreement, Acquiror shall promptly notify the other Party of Transferor thereof in writing (any such Transaction Tax Contest claim or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such proceeding, a “Tax Contest”). A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Transferor shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right be entitled to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contestat Transferor’s sole cost and expense, relating and Acquiror shall take all actions reasonably necessary to enable Transferor to exercise its control rights as set forth in this Section 8.05; provided, that Transferor shall keep Acquiror reasonably informed with respect to the conduct of any Tax Return Contest of the Transferred Entities that it is responsible for preparing pursuant controls, Acquiror shall be entitled to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect reasonable participation rights in respect of any such Tax Contest could reasonably (which participation shall be expected to cause a Party to have an indemnification obligation under this Agreementundertaken at Acquiror’s own expense), then the Indemnitee and Transferor shall not accept settle, compromise or enter into otherwise resolve (or take any settlement action that would resolve the allocation of liability for) any such Tax Contest that it controls without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed). Acquiror shall control any Tax Contest of a Transferred Entity that Transferor does not control pursuant to this Section 8.05, provided that Acquiror shall keep Transferor reasonably informed with respect to the Indemnifying Partyconduct of any Tax Contest that Acquiror controls, Transferor shall be entitled to reasonable participation rights in respect of such Tax Contest (which consent participation shall be undertaken at Transferor’s own expense), and Acquiror shall not (and shall cause its Affiliates not to) settle, compromise or otherwise resolve (or take any action that would resolve the allocation of liability for) any Tax Contest that could adversely impact Transferor or any of its Affiliates without the prior written consent of Transferor (not to be unreasonably withheld withheld, conditioned or delayed. ). For the avoidance of doubt, Acquiror and Transferor agree (con behalf of themselves and all of their Affiliates (including, with respect to Acquiror and the Transferred Entities for periods after the Closing)) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept all contractual indemnification or enter into reimbursement obligations, if any, requiring Transferor (or any settlement relating of its Affiliates or direct or indirect equity holders) to indemnify or reimburse any Transferred Entity with respect to any Transaction Tax Contest without shall be void and of no further force or effect as of the consent of Spinco, which consent shall not unreasonably be withheld or delayed, Closing and (ii) Spinco the indemnification or reimbursement obligations set forth in clause (i) shall have include any such obligation included in an operating agreement of a Transferred Entity (provided, that this sentence shall not modify the right obligations of any person pursuant to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereofexpress terms of this Agreement). Notwithstanding For the foregoingavoidance of doubt, either Party this Article VIII, and not Section 10.05 or Section 6.05, shall be entitled to exclusively govern the control the and conduct of Tax Contests and settlement of any Transaction Tax-related proceedings (excluding proceedings in which Taxes only represent ancillary Losses incurred in connection with a non-Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestclaim).

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Each Party to have an indemnification obligation under this Agreement, shall promptly notify the other Party in writing upon receipt of such Transaction a written notice of any Tax Contest audit, assessment or other Proceeding with respect to (i) any Company Tax or Tax Contest and thereafter promptly forward Return with respect to Company Taxes related to any taxable period ending on or make available to including the Indemnifying Party copies Effective Time, (ii) the Tap Rock Combined Returns, or (iii) a Pass-Through Tax Return for any taxable period that does not begin after the Closing Date (a “Tax Proceeding”). Such notice shall include a copy of notices and communications relating to the relevant portions portion of any correspondence received from the relevant Governmental Authority and shall describe in reasonable detail the nature of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except Proceeding to the extent that the Indemnifying Party shall have been actually prejudiced known by such failure. Party. Purchaser and Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding following the Closing. Sellers’ Representative shall (bi) DTE control the conduct of and Spinco each shall manage any Tax Proceeding related to a Pass-Through Tax Return for a taxable period ending on or before the Closing Date or any Tap Rock Combined Return, and (ii) have the exclusive right to control the conduct of and settlement of manage any Tax ContestProceeding to the extent it relates solely to a Pre-Effective Time Tax Period and, other than in each case, Purchaser shall, and shall cause its Affiliates to, take such actions that are reasonably requested by Sellers’ Representative (including providing a Transaction Tax Contest, relating power of attorney) to enable Sellers’ Representative to exercise such rights with respect to any such Tax Return Proceeding; provided, that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding Sellers’ Representative shall keep Purchaser reasonably informed regarding the foregoing, if the conduct or settlement of any portion or aspect progress and substantive aspects of any such Tax Contest could reasonably Proceeding and Purchaser shall be expected entitled at its expense to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee participate in any such Tax Proceeding; provided further that Sellers’ Representative shall not accept compromise or enter into settle any settlement such Tax Proceeding without the obtaining Purchaser’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld withheld, conditioned or delayed. ). If (ci) DTE Sellers’ Representative does not elect to control the conduct of a Tax Proceeding related solely to a Pre-Effective Time Tax Period or (ii) the Tax Proceeding relates to a Post-Effective Time Tax Period (and does not relate to a Pass-Through Tax Return for any taxable period ending on or before the Closing Date or a Tap Rock Combined Return), Purchaser shall have the exclusive right to control the conduct of and settlement of any Transaction manage the Tax ContestProceeding; provided, however, that, with respect to any Tax Proceeding that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected relates to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE a Pass-Through Tax Return for a taxable period beginning on or before the Closing Date and ending after the Closing Date or (ii) a Straddle Period, (x) Purchaser shall keep Sellers’ Representative reasonably informed regarding the progress and substantive aspects of such Tax Proceeding, (y) Sellers’ Representative shall be entitled to participate (at its own expense) in such Tax Proceeding and (z) Purchaser shall not accept compromise or enter into settle any settlement relating to any Transaction such Tax Contest Proceeding without the obtaining Sellers’ Representative’s prior written consent of Spinco, (which consent shall not be unreasonably be withheld withheld, conditioned or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding In the foregoing, either Party shall be entitled to exclusively control the conduct and settlement case of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights conflict between this Section 11.7 and obligations provisions of the Parties under Article 10, this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 11.7 shall control.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Buyer shall inform the Shareholders Representative of becoming aware the commencement subsequent to the Closing Date of any Transaction audit, examination or proceeding (“Tax Contests”) relating in whole or in part to Taxes for which Buyer may be entitled to indemnity from the Shareholders hereunder and the Shareholders Representative shall be entitled to control and conduct those aspects of such Tax Contests that are related exclusively to the liability for any Taxes the amount of which is recoverable by Buyer from the Shareholders hereunder. Costs of any Tax Contest or Tax Contest that could reasonably are to be expected to cause borne by the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of party controlling such Tax Contest. A failure by an Indemnitee With respect to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected which the Shareholders Representative is entitled to cause a Party to have an indemnification obligation under this Agreementcontrol, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Shareholders Representative shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authoritydetermine, in each case with respect its sole discretion, such issues as (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Corporation and its Subsidiaries in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Transaction Tax Contest, except that the Shareholders Representative shall not settle any Tax Contest in a manner that would have an adverse Tax effect on the Corporation or its Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of Buyer (or the relevant portion or aspect thereofwhich consent may not be unreasonably withheld). Notwithstanding The Shareholders Representative shall keep Buyer informed throughout the foregoing, either Party Tax Contest and Buyers shall be entitled to exclusively control participate at its sole expense in any such Tax Contest. The Buyer or the conduct Corporation and settlement its Subsidiaries, as applicable, shall deliver to the Shareholders Representative any power of any Transaction attorney reasonably required to allow the Shareholders Representative and its counsel to represent the Corporation and its Subsidiaries in connection with the Tax Contest if and shall use their reasonable efforts to provide the Shareholders Representative with such Party notifies assistance as may be reasonably requested by the other Party that (notwithstanding Shareholders Representative in connection with the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. After the Closing Date, Parent shall notify the Stockholders’ Agent within thirty (a30) DTE days of the commencement of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or Spincoother administrative or court proceeding, suit, dispute or other claim with respect to Taxes (a “Tax Claim”) affecting the Taxes of or with respect to the Company or any Company Subsidiary that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof; provided, however, that a failure by Parent to provide notice of a Tax Claim within such thirty (30) day period shall not entitle the Indemnifying Persons to reduce the amount of the liability required to be paid pursuant to the Tax Indemnity under Section 8.2(a) unless such failure results in a material detriment to the Indemnifying Persons, in which case the amount the Indemnifying Persons are required to pay with respect to such liability shall only be reduced by the amount of such detriment. Thereafter, Parent shall deliver to the Stockholders’ Agent, as applicablepromptly as possible but in no event later than thirty (30) days after Parent’s receipt thereof, shall, within 10 business days copies of becoming aware all relevant notices and documents (including court papers) received by Parent. In the case of any Transaction Tax Contest Claim relating to any Tax period ending on or before the Closing Date that, if determined adversely to the Company or any Company Subsidiary 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 Contest 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 cause adversely affect the other Party to have an indemnification obligation under this AgreementCompany, notify any Company Subsidiary, Parent or its affiliates after the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available Closing Date, (iii) the Stockholders’ Agent shall keep Parent timely informed with respect to the Indemnifying Party copies of notices commencement, status and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect nature of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then Claim and (iv) the Indemnitee Stockholders’ Agent shall not accept settle, compromise or enter into dispose of any settlement Tax Claim without the consent of the Indemnifying PartyParent, 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 the party controlling the Straddle Period Tax Claim (i) shall not settle such audit or proceeding without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have keep the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case other party timely informed with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoingcommencement, either Party shall be entitled to exclusively control the conduct status and settlement nature of any Transaction such Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestClaim.

Tax Contests. (a) DTE GRC or SpincoFGC, as applicable, shall, within 10 business days of becoming aware of any Tax contest (including a Transaction Tax Contest or Tax Contest contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contestcontest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a9.09(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE GRC and Spinco FGC each shall have the exclusive right to control the conduct and settlement of any Tax Contestcontest, other than a Transaction Tax Contestcontest, relating to any Tax Return tax return that it is responsible for preparing pursuant to Section 3.01(a)9.06. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect, and (ii) whether or not the Indemnifying Party exercises that right, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. ​ (c) GRC and FGC shall have the right to control jointly the conduct and settlement of any Transaction Tax contest. Notwithstanding the foregoing, GRC shall be entitled to control exclusively the conduct and settlement of any Transaction Tax contest if GRC notifies FGC that (notwithstanding the rights and obligations of the Parties under this Agreement) GRC agrees to pay (and indemnify FGC against) any Transaction Taxes resulting from such Transaction Tax contest. (d) In any case where the Parties control jointly the conduct and settlement of any Tax contest (or portion or aspect thereof): (i) neither Party shall accept or enter into any settlement of such Tax contest (or the relevant portion or aspect thereof) without the consent of the other Party, which shall not be unreasonably withheld or delayed, (ii) both Parties shall have a right to review and consent, which consent shall not be unreasonably withheld or delayed. , to any correspondence or filings to be submitted to any taxing authority with respect to such Tax contest (c) DTE shall have or the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any relevant portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayedthereof), and (iiiii) Spinco both Parties shall have the right to attend any formally scheduled meetings with any Taxing Authority taxing authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Each Party to have an indemnification obligation under this Agreement, hereto shall notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such other party (“Tax Contest”). A failure by an Indemnitee If the Party required to give such notice as provided fails to do so in this Section 3.03(a) (or to promptly forward any a timely manner, such notices or communications) failure shall not relieve the Indemnifying Party’s indemnification obligations other Party of its obligation under this Agreement, Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the exclusive sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the conduct Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE . In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the exclusive right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control the conduct and settlement being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the prior written consent of Spincothe US Seller, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, . This Section9.8 and (ii) Spinco not Section12.5 shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case govern with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestContests.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Buyer shall promptly notify Sellers following receipt of becoming aware notice of any Transaction Tax Contest audit, examination, notice of deficiency, administrative or Tax Contest that could reasonably be expected to cause the court proceeding or other Party to have claim by any Governmental Authority in respect of any Taxes of WCP or WCM for which an indemnification obligation under this Agreement, notify claim would exist against Sellers pursuant to Section 12.3 (a “Tax Claim”); provided that no failure or delay of Buyer in providing such notice shall reduce or otherwise affect the other Party obligations of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available Sellers pursuant to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party Sellers are materially and adversely prejudiced as a result of such failure or delay. Sellers shall have been actually prejudiced by the right to control, at Sellers’ expense, any Tax Claim with respect to WCP or WCM solely to the extent it relates to a Pass-through Income Tax Return that includes any Pre-Closing Tax Period; provided that (a) Sellers shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any issue relating to such failure. Tax Claim, (b) DTE Sellers shall provide Buyer with copies of all correspondence, notices and Spinco each shall have the exclusive right other written material received from any Governmental Authority with respect to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could Claim and shall otherwise keep Buyer reasonably apprised of substantive developments with respect to such Tax Claim, (c) Sellers shall provide Buyer with a copy of, and a reasonable opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim, (d) Buyer shall be expected entitled to cause a Party to have an indemnification obligation under this Agreementparticipate in the defense of such Tax Claim at its sole cost and expense, then the Indemnitee and (e) Sellers shall not accept agree to a settlement or enter into any settlement compromise thereof without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. , if such settlement or compromise could affect the Tax Liability of Buyer, WCP or WCM with respect to any taxable period (cor portion thereof) DTE beginning after the Closing Date. Buyer shall have the exclusive right to control the conduct and settlement of any Transaction other Tax ContestClaim with respect to WCP or WCM; provided, provided that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE Buyer shall not accept or enter into keep Sellers reasonably informed and consult in good faith with Sellers with respect to any settlement issue relating to such Tax Claim, (ii) Buyer shall provide Sellers with copies of all correspondence, notices and other written material received from any Transaction Governmental Authority with respect to such Tax Contest Claim and shall otherwise keep Sellers reasonably apprised of substantive developments with respect to such Tax Claim, (iii) Buyer shall provide Sellers with a copy of, and a reasonable opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim, (iv) Sellers shall be entitled to participate in the defense of such Tax Claim at their sole cost and expense, and (v) neither Buyer, WCP nor WCM shall agree to a settlement or compromise thereof without the prior written consent of SpincoSellers, which consent shall not be unreasonably be withheld withheld, conditioned or delayed; provided, further, that for the avoidance of doubt, Buyer shall not be obligated to share (A) any portion of any documents, information, correspondence or other materials that do not relate to a Tax Claim and (iiB) Spinco shall have the right to attend any formally scheduled meetings with Tax Returns of Buyer or any Taxing Authority of its Affiliates (other than Tax Returns of WCP or hearings or proceedings before any judicial authority, in each case with respect to such Transaction WCM for Pre-Closing Tax Contest (or the relevant portion or aspect thereofPeriods). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. If, after the Closing Date, the Acquiror receives notice of a Tax Proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to any taxable period ending prior to the Effective Time (aa “Contributor Tax Contest”), the Acquiror shall notify Contributor within ten (10) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party receipt of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available notice; provided, that the failure of the Acquiror to the Indemnifying Party copies of notices and communications relating to the relevant portions of provide such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall will not relieve the Indemnifying Party’s indemnification Contributor of its obligations under this Agreement, Agreement except to the extent that the Indemnifying Party Contributor shall have been actually and materially prejudiced by as a result of such failure. (b) DTE and Spinco each . Contributor shall have the exclusive right option, at its sole cost and expense, to control any Contributor Tax Contest and may exercise such option by providing written notice to the conduct and settlement Acquiror within fifteen (15) days of any receiving notice of such Contributor Tax Contest from the Acquiror; provided that if Contributor exercises such option, Contributor shall (i) keep the Acquiror reasonably informed of the progress of such Contributor Tax Contest, other than a Transaction (ii) permit the Acquiror (or the Acquiror’s counsel) to participate, at the Acquiror’s sole cost and expense, in such Contributor Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding including in meetings with the foregoingapplicable Governmental Body, if the conduct or settlement of and (iii) not settle, compromise and/or concede any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying PartyAcquiror, which consent shall not be unreasonably withheld withheld, conditioned or delayed. . If, after the Closing Date, the Acquiror receives notice of a Tax Proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (ca “Straddle Period Tax Contest”), the Acquiror shall notify Contributor within ten (10) DTE days of receipt of such notice. The Acquiror shall have the exclusive control any Contributor Tax Contest to extent Contributor does not reasonably promptly exercise to its control right with respect to control the conduct and settlement of such Contributor Tax Contest, as well as any Transaction Straddle Period Tax Contest; provided, that where the conduct Acquiror shall (x) keep Contributor reasonably informed of the progress of such Tax Contest, (y) permit Contributor (or settlement of Contributor’s counsel) to participate, at Contributor’s sole cost and expense, in such Tax Contest, including in meetings with the applicable Governmental Body and (z) not settle, compromise and/or concede any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this AgreementContest, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of SpincoContributor, which consent shall not be unreasonably be withheld withheld, conditioned or delayed. To the extent the Acquiror controls the conduct of a Contributor Tax Contest pursuant to this Section 12.4, Contributor shall promptly reimburse the Acquiror for all reasonable costs and (ii) Spinco expenses of defending such Contributor Tax Contest. To the extent the provisions of this Section 12.4 are inconsistent with Section 11.3, this Section 12.4 shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case control with respect to such Transaction any Contributor Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Acquiror Tax Contest, as applicable.

Tax Contests. (a) DTE The procedures set forth in this Section 10.4 rather than Section 8.5 shall govern the contest or Spinco, as applicable, shall, within 10 business days of becoming aware resolution of any Transaction claim, audit, investigation or proceeding relating to Taxes (a “Tax Contest or Proceeding”). If an Indemnified Party receives notice of a Tax Contest that could reasonably be expected Proceeding, which, if successful, might result in an indemnity payment pursuant to cause Article XIII, the other Party to have an indemnification obligation under this Agreementparty receiving such notice shall promptly, and in any event within fifteen (15) days, notify the other Indemnifying Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to Proceeding; provided, however, that the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee Indemnified Party to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) provide timely notification shall not relieve the Indemnifying Party’s Party of its indemnification obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced thereby in defending such Tax Proceeding. Seller shall have been actually prejudiced by such failure. control all Tax Proceedings related to Excluded Taxes (bother than Excluded Taxes relating to a Straddle Period) DTE and Spinco each shall have the exclusive right to control make all decisions in connection with such Tax Proceedings, including, without limitation, the conduct decision to pursue or forego any and settlement of all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, or to pay the Tax Contestclaimed, other than ▇▇▇ for a Transaction refund or contest the disputed Tax Contestin any legally permissible manner; provided, relating however, that Seller shall not take any position with respect to any Tax Return of the foregoing that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could would reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on Buyer without consultation with and prior written consent of Buyer. In lieu of such consent, then Buyer shall have the Indemnitee right to participate in such Tax Proceedings with counsel of its choosing and at its expense. Buyer shall control Tax Proceedings relating to Taxes imposed with respect to a Straddle Period and the Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings and shall not accept settle the claims or enter into any settlement assessments that are the subject of such Tax Proceedings without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or SpincoNotwithstanding anything to the contrary contained herein, if Tenant shall deem itself aggrieved by any increase in the assessment of Real Property Taxes and shall in good faith desire to contest the payment thereof, then Tenant may make such payment under protest and, so long as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party postponement of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available payment does not jeopardize Landlord's title to the Indemnifying Party copies of notices Property, Tenant may contest the same with the taxing authority provided that it shall secure such payment and communications relating the interest and penalties thereon to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except taxing authority if and to the extent that the Indemnifying Party shall have been actually prejudiced required by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)law. Notwithstanding the foregoing, if Tenant shall not contest or protest the conduct payment of any Real Property Taxes or settlement discontinue any abatement proceedings begun by it without first giving Landlord written notice of its intent so to do and allowing Landlord, at Landlord's election by written notice to Tenant, to contest or protest such payments and/or be substituted in such proceedings, in which case Landlord shall use reasonable efforts to pursue such contest or protest in good faith and keep Tenant reasonably apprised of the contest or protest. If the Real Property Taxes to be contested by Tenant are in Landlord's name, then Tenant may prosecute such contest in the name of Landlord and Landlord shall, at Tenant's request, sign all instruments reasonably necessary or appropriate therefor in form and substance reasonably acceptable to Landlord, and otherwise reasonably cooperate with Tenant, in connection therewith (at no material out-of-pocket cost to Landlord unless Tenant shall agree to reimburse Landlord for such cost). If Tenant is contesting any Real Property Taxes, then Tenant shall keep Landlord reasonably apprised thereof. If Landlord shall determine that Tenant's contest of Real Property Taxes would be reasonably likely to materially and adversely interfere with, delay or materially increase the cost of any demolition, development, redevelopment, refurbishment or sale of any portion of the Property by Landlord as determined by Landlord in good faith, then Landlord may, by notice to Tenant, inform Tenant of such determination and elect to take over the contest and be substituted for Tenant in such proceedings. If the Real Property Taxes to be contested by Landlord are in Tenant's name, then Landlord may prosecute such contest in the name of Tenant and Tenant shall, at Landlord's request, sign all instruments reasonably necessary or aspect appropriate therefor, and otherwise reasonably cooperate with Landlord, in connection therewith (at no material out-of-pocket cost to Tenant unless Landlord shall agree to reimburse Tenant for such cost). If Landlord is contesting any Real Property Taxes, then Landlord shall keep Tenant reasonably apprised thereof. Any abatements or refunds of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation Real Property Taxes under this Agreement, then the Indemnitee Section 5.03 shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityallocated as follows, in each case with respect pro rata and pari passu: First, to such Transaction Tax Contest Tenant and Landlord to reimburse each of them for their respective actual out-of- pocket costs and expenses of the applicable contest or protest of Real Property Taxes, including, without limitation, any appraisal fees and reasonable attorneys' fees (it being acknowledged that customary contingent fees payable to attorneys shall be deemed reasonable); and Second, to Tenant and Landlord in proportion to their Respective Percentages (as and to the extent applicable to the abated or the relevant portion or aspect thereofrefunded Real Estate Taxes). Notwithstanding The provisions of this Section 5.03 shall survive the foregoing, either Party shall be entitled to exclusively control the conduct and settlement expiration or earlier termination of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestLease.

Tax Contests. To the extent TKO or any Transferred Entity (aor any of their respective Affiliates) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware receives written notice from any taxing authority of any Transaction proposed audit, assessment, examination, claim or other controversy or proceeding involving Taxes or Tax Returns with respect to the Transferred Entities in respect of any Pre-Closing Tax Period or that could give rise to any Tax liability for which the EDR Parties or any of their Affiliates or direct or indirect owners could reasonably be expected to be responsible for associated Losses (including as a result of any indemnification obligation under the terms of this Agreement), TKO shall promptly notify the EDR Parties thereof in writing (any such claim or proceeding, a “Tax Contest”). The EDR Parties shall be entitled to control any Tax Contest with respect to the Transferred Entities (i) relating to any Pre-Closing Tax Period; or (ii) for which the EDR Parties or any of their Affiliates is reasonably expected to bear greater than fifty percent (50%) of all Losses associated with such Tax Contest as a result of indemnification obligations under this Agreement; and TKO shall take all actions reasonably necessary to enable the EDR Parties to exercise its control rights as set forth in this Section 8.05; provided that the EDR Parties shall keep TKO reasonably informed with respect to the conduct of any Tax Contest of the Transferred Entities that it controls, TKO shall be entitled to reasonable participation rights in respect of any such Tax Contest (which participation shall be undertaken at TKO’s own expense), and the EDR Parties shall not settle, compromise or otherwise resolve (or take any action that would resolve the allocation of liability for) any such Tax Contest that it controls without the prior written consent of TKO (not to be unreasonably withheld, conditioned or delayed). TKO shall control any Tax Contest of a Transferred Entity that the EDR Parties do not control pursuant to this Section 8.05, provided that TKO shall keep the EDR Parties reasonably informed with respect to the conduct of any Tax Contest that TKO controls, the EDR Parties shall be entitled to reasonable participation rights in respect of such Tax Contest (which participation shall be undertaken at the EDR Parties’ own expense), and TKO shall not settle, compromise or otherwise resolve (or take any action that would resolve the allocation of liability for) any Tax Contest that could reasonably be expected to cause adversely impact the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement EDR Parties of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement their Affiliates without the prior written consent of the Indemnifying EDR Parties (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, TKO and the EDR Parties agree (on behalf of themselves and all of their Affiliates (including, with respect to TKO and the Transferred Entities for periods after the Closing)) that all contractual indemnification or reimbursement obligations (for the avoidance of doubt, excluding this Agreement), if any, included in the organizational documents or shareholder agreements governing the Transferred Entities requiring the EDR Parties (or any of their Affiliates or direct or indirect equity holders) to indemnify or reimburse any Transferred Entity, or requiring any Transferred Entity to indemnify or reimburse any EDR Party, which consent with respect to Tax shall not be unreasonably withheld void and of no further force or delayed. effect as of the Closing (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where this sentence shall not modify the conduct or settlement obligations of any portion or aspect person pursuant to the express terms of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. Parent shall promptly notify HospitalCo Parent in writing upon receipt by Parent or any of its Subsidiaries of notice of any Tax audits, examinations or assessments that could give rise to a liability for which HospitalCo Parent is responsible under Article VI of this Agreement, provided that Parent’s failure so to notify HospitalCo Parent shall not limit Parent’s rights under Article VI except to the extent HospitalCo Parent is materially prejudiced by such failure. HospitalCo Parent shall promptly notify Parent in writing upon receipt by HospitalCo Parent or any of its Subsidiaries of notice of any Tax audits, examinations or assessments that could give rise to a liability for which Parent is responsible under Article VI of this Agreement, provided that HospitalCo Parent’s failure so to notify Parent shall not limit HospitalCo Parent’s rights under Article VI except to the extent Parent is materially prejudiced by such failure. Except as otherwise provided herein, (a) DTE Parent shall control any Tax audit, examination or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction proceeding that concerns a Tax Contest Return or a Tax Contest matter that could relates solely to a Homecare Entity or that relates primarily to a Homecare Entity and would not reasonably be expected to cause the other Party result in an adjustment which, disregarding any net operating loss deduction, would result in an increase in Tax to have an indemnification obligation under this Agreementa Hospital Entity in excess of $3,000,000, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each HospitalCo Parent shall have the exclusive right to control the conduct and settlement of any Tax Contestaudit, other than examination or proceeding that concerns a Transaction Tax Contest, relating to any Tax Return or a Tax matter that it is responsible for preparing pursuant relates solely to Section 3.01(a). Notwithstanding the foregoing, if the conduct a Hospital Entity or settlement of any portion or aspect of any such Tax Contest could that relates primarily to a Hospital Entity and would not reasonably be expected to cause a Party to have result in an indemnification obligation under this Agreementadjustment which, then the Indemnitee shall not accept or enter into disregarding any settlement without the consent net operating loss deduction, would result in an increase in Tax of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Homecare Entity in excess of $3,000,000 and (c) DTE shall have the exclusive right to control the conduct and settlement of for any Transaction Tax Contest; providedaudit, that where the conduct examination or settlement of any portion proceeding not described in clauses (a) or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement(b) above, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from shall exercise joint control of such Transaction Tax Contestaudit, examination or proceeding.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Buyer shall promptly notify the Principal Stockholders upon receipt of becoming aware written notice of any Transaction Tax Contest Claim relating to the Company or any of the Company Subsidiaries if such Tax Contest that Claim could reasonably be expected give rise to cause the other Party a claim against Buyer for indemnification pursuant to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest Article X and shall thereafter promptly forward or make available to the Indemnifying Party Principal Stockholders copies of notices and any written communications relating received from any Governmental Authority by the Company or the Company Subsidiaries in connection with any Tax Claim with respect to which the relevant portions Principal Stockholders are the Controlling Party; provided, however, that the failure of such Tax Contest. A failure by an Indemnitee Buyer to give the Principal Stockholders such prompt notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) written communications as required herein shall not relieve the Indemnifying Party’s indemnification Principal Stockholders of any obligations under this AgreementArticle X, except to the extent that the Indemnifying Principal Stockholders are materially prejudiced thereby. The Principal Stockholders shall promptly notify Buyer upon their receipt of written notice of any Tax Claim relating to the Company or the Company Subsidiaries; provided, however, that the failure of the Principal Stockholders to give the Buyer such prompt notice shall not relieve the Buyer of any obligations under this Article X, except to the extent that the Buyer is materially prejudiced thereby. In the case of any Tax Claim with respect to a proposed assessment described in this Section 10.3, the Controlling Party shall have been actually prejudiced by such failure. (b) DTE be entitled to appoint legal counsel of its choice at its expense and Spinco each shall have the exclusive right to control the conduct and settlement of the Tax Claim; provided, however, that in the case of any Tax ContestClaim with respect to a Pre-Closing Taxable Period or a Straddle Period, other than (i) the Controlling Party shall provide the Noncontrolling Party with a Transaction timely and reasonably detailed account of each stage of such Tax Contest, Claim and a copy of the portions of all documents relating to such Tax Claim which are relevant to any Tax Return for which the Noncontrolling Party may be required to indemnify or may otherwise be liable, (ii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with such Tax Claim that it is responsible for preparing pursuant might adversely affect the Noncontrolling Party, (iii) the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party an opportunity to Section 3.01(a). Notwithstanding comment before submitting any written materials prepared or furnished in connection with such Tax Claim (including, to the foregoingextent practicable, any documents furnished to the applicable Governmental Authority in connection with any discovery request) to the extent such materials concern matters in such Tax Claim that could adversely affect the Noncontrolling Party, (iv) the Controlling Party shall defend such Tax Claim diligently and in good faith as if the conduct Controlling Party were the only party in interest in connection with such Tax Claim, and the Noncontrolling Party shall reasonably facilitate to the extent requested by the Controlling Party, and shall not impede, such Tax Claim, (v) the Controlling Party shall not settle, compromise or settlement of any portion or aspect of abandon any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then Claim without obtaining the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Partyprior written consent, which consent shall not be unreasonably withheld withheld, of the Noncontrolling Party if such settlement, compromise or delayedabandonment could have an adverse impact on the Noncontrolling Party. In the event that the Noncontrolling Party reasonably withholds such consent pursuant to the preceding clause (v), the Noncontrolling Party may assume the defense of the Tax Claim at its expense and the Controlling Party's liability with respect thereto shall not exceed the amount of liability that the Controlling Party would have had under the proposed settlement. Buyer shall have the sole right to represent the Company and each of the Company Subsidiaries' interests in any Tax Claim relating to a taxable period that begins after the Closing Date, and the Principal Stockholders shall have the sole right to represent the Company and each of the Company Subsidiaries' interests in any Tax Claim relating to a Pre-Closing Taxable Period (other than a Straddle Period). (cb) DTE shall have If the exclusive right to control Taxes of the conduct and settlement Company or the Company Subsidiaries are redetermined for a Pre-Closing Taxable Period or Straddle Period as part of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreementa Final Determination, then (i) DTE the Company or the applicable Company Subsidiary shall not accept or enter into any settlement relating timely remit to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably applicable Governmental Authority the amount required to be withheld or delayedso remitted pursuant to such Final Determination, and (ii) Spinco the Principal Stockholders shall have pay Buyer the right amount of Tax for which the Principal Stockholders are responsible pursuant to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authoritySection 10.1 five days prior to the date that such amount is due to the applicable Governmental Authority, except to the extent provided in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereofSection 10.1(f). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Each Party to have an indemnification obligation under this Agreement, will promptly notify the other Party in writing upon receipt by such Party (or any of such Transaction its Affiliates) of notice of any pending or threatened audit, examination or proceeding by a Governmental Body (“Tax Contest”) with respect to Tax liabilities of the Company or its Subsidiaries for any Pre-Closing Taxable Period or Straddle Period. Seller will have the right (but not the obligation) to solely represent the interests of the Company or its Subsidiaries in any Tax Contest relating to any Pre-Closing Taxable Period that ends on or Tax Contest and thereafter promptly forward or make available prior to the Indemnifying Party copies Closing Date and to employ counsel of notices its choice, and communications relating Purchaser and Seller agree to cooperate in the relevant portions defense of any claim in such Tax Contest. A failure by an Indemnitee Seller will have the right to give notice as provided participate jointly with Purchaser in this Section 3.03(a) (or to promptly forward representing the interests of the Company and its Subsidiaries in any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this AgreementTax Contest for any Straddle Period, except if and to the extent that such period includes any Pre-Closing Taxable Period, and to employ counsel of its choice at its expense. Purchaser and Seller agree to cooperate in the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement defense of any Tax Contestclaim in such proceeding. Purchaser or its Affiliates may not settle, other than a Transaction Tax Contest, relating to compromise or resolve any Tax Return that it is responsible Contest for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct any Pre-Closing Taxable Period or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement Straddle Period without the consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of . If any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreementadverse effect on Purchaser, then the Company or any of its Subsidiaries, or any of their Affiliates in any Tax period (ior portion thereof) DTE beginning after the Closing Date, the Tax Contest shall not accept be settled or enter into any settlement relating to any Transaction Tax Contest resolved without the consent of SpincoPurchaser’s consent, which consent shall not be unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to Seller of the commencement of any Tax Contest and Seller does not, within forty-five (45) days after Purchaser’s notice is given, give notice to Purchaser of its election to assume the defense thereof, Seller shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Purchaser. The failure of Purchaser to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect Seller’s obligations with respect thereto except to the extent that Seller can demonstrate actual loss and prejudice as a result of such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestfailure.

Tax Contests. (a) DTE If any Governmental Authority makes a claim or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest proposes an adjustment that could reasonably be expected give rise to cause a Tax Claim, the Party receiving notice of such claim or proposed adjustment shall give the other Party to have an indemnification obligation under this Agreementwritten notice of the claim or proposal within five (5) days of receiving such notice; provided, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A however, that failure by an Indemnitee to give such notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying affect any Party’s indemnification obligations hereunder except to the extent the indemnifying party is materially adversely affected by such failure. The Sellers shall have the right to contest any claim or proposed adjustment by a Governmental Authority with respect to a Tax of a Target Company that would give rise to a Tax Claim against any Seller in proper proceedings at the Sellers’ expense provided the Sellers acknowledge they would have liability under this AgreementSection 7.01(a) if the Governmental Authority were successful with respect to any or all of such claim or adjustment. Furthermore, except to the extent that the Indemnifying Sellers may have the right to recover the amount of a Tax Claim from a third party that may be liable for such claim (including Safran USA, Inc.) (a Third Party shall have been actually prejudiced by Indemnitor), such failure. (b) DTE and Spinco each Third Party Indemnitor shall have the exclusive right to control contest the conduct and settlement claim or proposed adjustment at its own expense, pursuant to the terms of the Sellers’ agreement with such Third Party Indemnitor. The Purchasers may participate in such proceeding with the Governmental Authority at its own cost. The Sellers shall not settle or compromise any Tax Contest, other than a Transaction Tax Contest, relating such claim or proposed adjustment or agree to any payment, refund or credit of Tax Return that it is responsible for preparing pursuant (and shall not permit a Third Party Indemnitor to Section 3.01(a). Notwithstanding the foregoing, if the conduct settle or settlement of any portion or aspect of compromise any such Tax Contest could reasonably be expected claim or proposed adjustment or agree to cause a Party to have an indemnification obligation under this Agreementany payment, then the Indemnitee shall not accept refund or enter into any settlement credit of Tax) without the prior written consent of the Indemnifying Party, Purchasers (which consent shall not be unreasonably withheld or delayed. (c) DTE ). For the purposes of the foregoing it shall not be reasonable for the Purchasers to withhold or delay written consent if it is not reasonable for the Seller to withhold or delay written consent to permit a Third Party Indemnitor to settle or compromise any such claim or agree to any such payment, refund or credit of Tax. If the Sellers or a Third Party Indemnitor declines to control a tax contest, then the Purchasers will have the exclusive right to control the conduct and settlement of any Transaction such Tax Contest; provided, however, that where the conduct or settlement of any portion or aspect of any Purchasers will not resolve such Transaction Tax Contest could without the Sellers’ written consent, which consent will not be unreasonably withheld, conditioned or delayed, provided that a Third Party Indemnitor’s withholding, conditioning or delaying of consent with respect to the same tax contest shall be a reasonable basis for the Sellers to withhold, condition or delay consent. To the extent they reasonably be expected are needed in connection with the proceedings, the Purchasers shall make officers, employees, agents, auditors and representatives of the Target Companies available to cause Spinco to have the Sellers at mutually convenient times and places. Following the settlement or resolution of a Tax Contest in accordance with this Section 7.05 or a final assessment by a Governmental Authority that results in an indemnification obligation under this AgreementSection 7.01(a) or 7.01(b), then (i) DTE the Party required to make the indemnification payment shall not accept or enter into any settlement relating promptly pay such amount to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestParty.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Buyer shall promptly notify Seller in writing upon receipt by the Affiniti Companies of becoming aware a written notice of any Transaction pending or threatened Tax Contest audits or Tax Contest that could reasonably be expected assessments for which Seller may have Liability pursuant to cause the other Party to have an indemnification obligation under this Agreement; provided, notify however, that no delay on the other Party part of such Transaction Tax Contest or Tax Contest Buyer in notifying Seller shall relieve Buyer from any obligation hereunder unless (and thereafter promptly forward or make available then solely to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contestextent) Seller is thereby materially prejudiced. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Seller shall have the exclusive right to control the conduct and settlement of any audit or assessment of Tax Contestof the Affiniti Companies for a period that ends prior to the Closing Date and for any audit or assessment of withholding Tax on the transfer of the Affiniti Shares (each such claim, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such “Seller’s Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this AgreementClaim”) so long as (i) Seller notifies Buyer in writing within 15 days after Buyer notifies Seller of such Seller’s Tax Contest Claim that Seller will indemnify Buyer in connection with such Seller’s Tax Contest Claim, then (ii) Seller conducts the Indemnitee defense of the Seller’s Tax Contest Claim actively and diligently, (iii) Seller pays the fees and disbursements incurred in connection with the Seller’s Tax Contest Claim and (iv) Seller keeps Buyer informed regarding the progress and substantive aspects of the Seller’s Tax Contest Claim. Seller shall not accept compromise or enter into settle any settlement Seller’s Tax Contest Claim, without the consent of the Indemnifying Partyobtaining Buyer’s consent, which consent shall not be unreasonably withheld or delayed. (c) DTE . Buyer shall have the exclusive right to control the conduct and settlement of any Transaction audit or assessment of Tax Contest; providedof the Affiniti Companies for any Straddle Period, that where the conduct or settlement of provided if Seller could have any portion or aspect of any Liability pursuant to this Agreement for Taxes owed with respect to a Straddle Period Tax claim (such Transaction claim, a “Straddle Period Tax Contest could reasonably be expected Claim”) Buyer and Seller shall jointly engage the Accounting Firm or such other internationally recognized Tax counsel or accounting firm as Buyer and Seller mutually agree to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction conduct the defense of such Straddle Period Tax Contest Claim taking into account the interests of Buyer and Seller. Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without the obtaining written consent of Spincothe other party hereto, which provided that such consent shall not be unreasonably be withheld withheld, conditioned, or delayed. Except as otherwise provided herein, Buyer shall control all other audit, examinations or administrative proceedings in respect of Taxes of the Affiniti Companies. If there shall be any conflicts between the provisions of this Section 9.8(c) and (iiSection 9.4(d), the provisions of this Section 9.8(c) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case control with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestcontest claims.

Tax Contests. (a) DTE Buyer shall promptly notify Seller upon receipt by Buyer or Spinco, as applicable, shall, within 10 business days any of becoming aware its Affiliates (including the Transferred Entities after the Closing) of any Transaction notice of any pending or threatened Tax Contest relating to the Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests or the Transferred Entities (an “Applicable Tax Contest”) that could give rise to a liability for which Seller is responsible under section 9.1(a) of this Agreement; provided, however, that no failure or delay by Buyer to provide notice of an Applicable Tax Contest shall reduce or otherwise affect the indemnification obligations of Seller hereunder except to the extent Seller is materially prejudiced thereby. Seller shall promptly notify Buyer upon receipt by Seller or any of its Affiliates of any notice of any pending or threatened Applicable Tax Contest that could reasonably be expected give rise to cause Taxes of or with respect to the other Party Transferred Entities, the Transferred Assets or the Business; provided, however, that no failure or delay by Seller to have provide notice of an indemnification obligation under this Agreement, notify the other Party of such Transaction Applicable Tax Contest shall reduce or Tax Contest and thereafter promptly forward or make available to otherwise affect the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, of Buyer hereunder except to the extent that the Indemnifying Party shall have been actually Buyer is materially prejudiced by such failurethereby. (bi) DTE and Spinco each Seller shall have the exclusive right to control the conduct and settlement of any (A) all Applicable Tax Contest, Contests with respect to the Transferred Assets that relate exclusively to income Taxes of Seller or its Affiliates (other than a Transaction the Transferred Entities) and (B) all Applicable Tax ContestContests with respect to Transferred Assets or of the Transferred Entities, in each case, relating exclusively to any a Pre-Closing Tax Period or with respect to a Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent described in clause (a) of the Indemnifying Partydefinition of Seller-Signed Tax Returns, which consent shall not be unreasonably withheld a Straddle Period Tax Return filed by Seller or delayed. a Transfer Tax Return filed by Seller and (cii) DTE Buyer shall have the exclusive right to control the conduct and settlement of all other Applicable Tax Contests. Each party that controls the conduct of an Applicable Tax Contest pursuant to clause (i)(B) or clause (ii) of this Section 9.9(b) shall, in the case of any Transaction issue that would materially affect the Tax obligations of such other party, keep the other party informed of the status of, and any developments in, such Applicable Tax Contest and consult with the other party as to the resolution of such issue, (x) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Applicable Tax Contest and copies of any other written correspondence with the relevant Taxing Authority relating to such Applicable Tax Contest; provided, that where the conduct (y) not enter into (or agree to enter into) any compromise or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Applicable Tax Contest without the prior written consent of Spinco, such other party (which consent shall not be unreasonably be withheld withheld, conditioned or delayed, ) and (iiz) Spinco otherwise permit the other party to participate in all aspects of such Tax audit, examination or proceeding, at such other party’s own expense; provided that clauses (x), (y) and (z) shall have not apply in the right to attend case of any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Applicable Tax Contest relating to a Tax Return described in clause (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations a) of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction definition of Seller-Signed Tax ContestReturns.

Tax Contests. (ai) DTE If any Government Entity issues to a Company or Spincoa Subsidiary a written notice of deficiency, as applicableor a written notice of its intent to audit, shallwith respect to Taxes of the Company or the Subsidiary for any taxable period ending on or prior to the Closing Date or with respect to any Straddle Period (a “Tax Claim”), Buyer shall promptly (but in any event within 10 business 30 days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party receipt of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies written notice) notify Parent of notices and communications relating to the relevant portions its receipt of such Tax Contest. A written notice from the Government Entity; provided, however, that any failure by an Indemnitee Buyer to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) so notify Parent shall not relieve the Indemnifying Party’s Parent of any of its indemnification obligations under this AgreementSection 5.6(h), except to the extent that the Indemnifying Party shall have been Parent is materially and actually prejudiced by as a result of such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Parent shall have the right to attend control any formally scheduled meetings audit, litigation or other proceeding in respect of a Tax Claim (a “Tax Contest”) if the relevant taxable period ends on or prior to the Closing Date. Buyer shall control (A) any other Tax Contest, including if the relevant taxable period is a Straddle Period, and (B) any Tax Contest if the relevant taxable period ends on or prior to the Closing Date if Parent does not elect to control such a Tax Contest. (ii) If a Tax Contest is controlled by Buyer: (A) Buyer shall control the Tax Contest in good faith; (B) subject to Parent’s indemnification obligations under Section 5.6(h), Buyer shall bear all of its costs in connection with any Taxing Authority such Tax Contest; (C) Buyer shall keep Parent reasonably informed regarding the status of such Tax Contest; (D) Parent shall have the right, at the sole cost and expense of Parent, to participate in such Tax Contest (which right shall include the right to receive copies of all documents furnished or hearings received by the applicable Company or proceedings before any judicial authoritySubsidiary in connection with the Tax Contest, the right to be involved, where practicable, in each case with respect any oral communications between any representative of the Company or Subsidiary and the Government Entity, the right to be consulted about all significant decisions made on behalf of the Company or Subsidiary regarding the conduct of the Tax Contest, and the right to have a reasonable opportunity to provide input to the representatives of the Company or Subsidiary regarding all such Transaction significant decisions); and (E) without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), Buyer shall not allow the applicable Company or Subsidiary to settle, resolve or abandon such Tax Contest (or the relevant any portion thereof) if such settlement, resolution or aspect thereof). Notwithstanding the foregoing, either Party abandonment would result in Parent being required #88810454v1 under this Agreement to make a payment in respect of Taxes or would result in a reduction in any Tax asset of Parent or its Affiliates. (iii) If a Tax Contest is controlled by Parent: (A) Parent shall be entitled to exclusively control the Tax Contest in good faith; (B) subject to Buyer’s indemnification obligations under Section 5.6(i), Parent shall bear all of its costs in connection with such Tax Contest; (C) Parent shall keep Buyer reasonably informed regarding the status of such Tax Contest; (D) Buyer, at the sole cost and expense of Buyer, shall have the right to participate, or cause the applicable Company or Subsidiary to participate, in such Tax Contest (which right shall include the right to receive copies of all documents furnished or received by Parent in connection with the Tax Contest, the right to be involved in any oral communications, where practicable, between any representative of Parent and the Government Entity, the right to be consulted about all significant decisions made on behalf of Parent regarding the conduct of the Tax Contest, and settlement the right to have a reasonable opportunity to provide input to the representatives of Parent regarding all such significant decisions); and (E) without Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Parent shall not settle, resolve or abandon (or allow the applicable Company or Subsidiary to settle, resolve, or abandon) the Tax Contest (or any portion thereof) if such settlement, resolution or abandonment could adversely impact Buyer or any of its Affiliates (including the Companies and the Subsidiaries) with respect to a taxable period ending after the Closing Date. (iv) In the event of any Transaction Tax Contest if such Party notifies conflict between the other Party that (notwithstanding provisions of this Section 5.6(d) and the rights and obligations provisions of Article IX, the Parties under provisions of this AgreementSection 5.6(d) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestshall control.

Tax Contests. The Company and its duly appointed representatives shall have the right to negotiate, resolve, settle or contest any claim for Tax asserted by any Taxing Authority against the Company or any of its Affiliates, which Affiliates include Media and its Subsidiaries for all Pre-Closing Periods and all taxable periods that include the Closing Date, provided, however, (ai) DTE when and if the Company becomes reasonably aware that there is a reasonable likelihood that a Loss that a Company Indemnitee may suffer with respect to such claim, if sustained, would be indemnifiable in whole or Spincoin part by Acquiror or any of its Affiliates, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party Company shall promptly give Acquiror notice in writing of such Transaction Tax Contest or Tax Contest claim and thereafter promptly forward or make available shall furnish Acquiror with copies of all writings received from the relevant Taxing Authority relating to such claim to the Indemnifying Party copies extent such claim or writings relate to a Tax with respect to which the Company may seek indemnification from the Acquiror hereunder (but the failure to do so shall relieve the Acquiror of notices its obligation hereunder only to the extent such failure materially impairs its ability to participate in the contest of such claim); (ii) the Company shall keep the Acquiror reasonably informed of the nature of all actions taken to contest such claim, shall consult in good faith with the Acquiror with respect to the contest of such claim and communications shall permit the Acquiror to review and comment on all the portions of relevant written submissions related to such claim; (iii) upon Acquiror's written request and written acknowledgement that, unless it is established upon the resolution of such claim that such Loss was in no part attributable to an indemnifiable act or failure to act by Acquiror or any of its Affiliates, it will be liable to indemnify the Company Indemnitee with respect to part or all of the Loss the Company Indemnitee would suffer if such claim were sustained, Acquiror shall be permitted at its own expense to participate in the contest of the imposition, validity, applicability or amount of such claim and the decisions relating thereto, including the decisions whether any action to contest such claim will initially be by way of judicial or administrative proceedings, or both and whether any such claim will be contested by resisting payment thereof or by paying the same and seeking a refund thereof (but in the event of disagreement between the parties with respect to any such decision relating to the relevant portions contest of such Tax Contest. A failure by an Indemnitee claim, the Company's position shall prevail provided it represents in writing, upon Acquiror's written request, that such position is based upon consideration in good faith and in a reasonable manner factors solely relating to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) the indemnifiable claim); provided, further, that the Company shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except settle such claim or fail to the extent that the Indemnifying Party shall have been actually prejudiced by take further action with respect to such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement claim without the written consent of the Indemnifying PartyAcquiror, which consent shall not be unreasonably withheld or delayed. (c) DTE withheld. The Company and Acquiror shall have each bear its own expenses incurred in connection with the exclusive right to control the conduct and settlement contest of any Transaction claims for Tax. The Company shall, if requested by Acquiror in a timely written request, appeal any adverse decision of any court with respect to a claim for Tax Contestwith respect to which the Company may seek indemnification from Acquiror hereunder; provided, however, that where the conduct Company shall not be obligated to make any such appeal if (i) upon written request of the Company, Acquiror's independent tax counsel fails to provide at Acquiror's expense a written opinion to the Company that such an appeal would have a reasonable prospect for success or settlement (ii) the Company provides to Acquiror its written acknowledgement that Acquiror will be liable to indemnify the Company for less than 50% of any portion or aspect the dollar amount of the claims relating to the Prior Transactions, the Spin-off, the contributions of assets by Media to Fair▇▇▇▇▇ ▇▇▇ the transactions contemplated hereby that are then appealable by the Company in such case and the written opinion of the Company's independent tax counsel that there is not a reasonable prospect for success in the appeal of the adverse decision that is the subject of Acquiror's written request; and provided, further, that the Company shall not be obligated to appeal an adverse decision to the Supreme Court. If the Company does not assume the defense of any such Transaction claim for Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreementasserted against Media or its Subsidiaries, then (i) DTE shall Acquiror or Media or its Subsidiaries may defend the same in such manner as it may deem appropriate, including, but not accept limited to, settling such audit or enter into any settlement relating to any Transaction Tax Contest without proceeding with the consent of Spincothe indemnitor, which consent shall not be unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestwithheld.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware Each party shall notify each other after acquiring knowledge of any Transaction inquiry, claim, audit, assessment, proceeding or similar event with respect to any Taxes of the Company or its Subsidiaries for a Pre-Closing Tax Period (any such inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Contest”). Any failure to so notify the Shareholders’ Agent or the Company Securityholders of any Tax Contest or shall not relieve the Company Securityholders of any liability with respect to such Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available except to the Indemnifying Party copies of notices and communications relating to extent that such failure shall have prejudiced the relevant portions defense of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Acquirer shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax ContestContest and defend such Tax Contest in good faith as if it were the only party in interest; provided, other than a Transaction Tax Contesthowever, relating that, with respect to any Tax Return Contest that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could would reasonably be expected to cause a Party result in Pre-Closing Taxes for which the Company Securityholders are liable, (i) Acquirer shall keep the Shareholders’ Agent informed of any progress of such Tax Contest, (ii) Acquirer shall provide the Shareholders’ Agent the opportunity to have an indemnification obligation under this Agreementparticipate in or assume the defense of such Tax Contest at the Company Securityholders’ expense provided however that in case of participation, then the Indemnitee identity Shareholders’ Agent Tax counsel shall be subject to Acquirer’s prior consent (which consent shall not accept be unreasonably withheld, conditioned, or enter into delayed), and notwithstanding anything to the contrary, the decision of the Shareholders’ Agent to assume the defence of such Tax Contest, as mentioned above, shall constitute the Securityholders’ approval, authorization, and consent to satisfy any settlement indemnification sought as a result of such Tax Contest; and (iii) neither party to this Agreement shall settle or compromise such Tax Contest without the consent of the Indemnifying Partyother party’s prior written consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. (c) DTE shall have . In the exclusive right to control the conduct and settlement event of any Transaction Tax Contest; providedconflict between this Section ‎6.6(b) and Section ‎9.10, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (iSection ‎6.6(b) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestcontrol.

Tax Contests. Following the Closing, Parent will have the sole right (abut not the obligation) DTE to conduct and control any audit, assessment, proposed adjustment, deficiency, action, suit, court or Spincoadministrative proceeding, as applicableinvestigation or dispute or similar Proceeding, shallclaim or event with respect to any Tax matter that affects the Company or any of its Subsidiaries (“Tax Contest”). In case after the Closing, within 10 business days if Parent or the Company or any of becoming aware its Subsidiaries receives notice of any Transaction pending or threatened Tax Contest Contests with respect to any Pre-Closing Tax Period which any of the Parent Indemnified Parties could seek reimbursement from or indemnification against the Stockholders pursuant to this Agreement (“Pre-Closing Tax Contest that could reasonably be expected Contest”), Parent shall promptly notify in writing the Stockholders’ Representative of such matter; provided, however, no delay or failure on the part of Parent to cause the other Party to have an indemnification comply with such notice requirements under this Section 10.5 shall relieve any Stockholder from any liability or obligation under this Agreement, notify Agreement unless such delay or failure materially prejudices the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax ContestStockholders. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall Parent will have the exclusive sole right to control lead the conduct response and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect defense of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Pre-Closing Tax Contest; provided, that where the conduct Stockholders’ Representative shall have the right (but not the obligation) to participate in the defense of such Pre-Closing Tax Contest and to employ counsel, at its own expense, separate from the counsel employed by Parent; provided, further, that Parent shall not settle any Pre-Closing Tax Contest in a manner that would give rise to an indemnification obligation to the Stockholders pursuant to this Agreement without the prior written consent of the Stockholders’ Representative (such consent not to be unreasonable withheld, conditioned or delayed). Parent’s reasonable costs and expenses in connection with the defense, settlement or resolution of any portion or aspect of any such Transaction Pre-Closing Tax Contest could reasonably be expected to cause Spinco to have shall constitute Damages whether or not it is ultimately determined that the Pre-Closing Tax Contest results in an indemnification obligation under Section 9.1. In the event of any conflict between the provisions of this Section 10.5 and any other provision of this Agreement, then (i) DTE this Section 10.5 shall not accept or enter into any settlement relating control to any Transaction Tax Contest without the consent extent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestconflict.

Tax Contests. Boxlight Group shall notify the Sellers within ten (10) days of either its receipt (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party notice of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies any Audit in respect of notices and communications relating to the relevant portions of such Taxes (“Tax Contest. A failure by an Indemnitee ”) or (b) of a written notice threatening any Tax Contest, in either case relating in whole or in part to give notice as provided in this Section 3.03(a) Taxes for any taxable period (or portion thereof) ending on or before the Closing Date or for which any of the Boxlight Group Indemnified Parties may be entitled to promptly forward any indemnification from the Sellers hereunder; provided, however, failure to timely provide such notices or communications) notice shall not relieve affect the Indemnifying Party’s Boxlight Group Indemnified Parties’ right to indemnification obligations under this Agreement, except to the extent such failure prejudices the Sellers’s ability to defend the claim or dispute that is the Indemnifying Party shall have been actually prejudiced by subject of such failure. notice or results in the expiration of the relevant time period set forth in Section 7.5. If the Sellers notifies Boxlight Group within thirty (b30) DTE and Spinco each shall have the exclusive right to control the conduct and settlement days following receipt of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement notice of any portion or aspect of any such Tax Contest could reasonably be expected that the Sellers intends to cause a Party to have an indemnification obligation exercise its contest rights under this AgreementSection 6.4, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Sellers shall have the right to attend control such Tax Contest at its expense and to employ counsel of its choice; provided, however, that Boxlight Group shall have the right to participate in any formally scheduled meetings such Tax Contest and to employ counsel of its choice.. Boxlight Group shall have the right to participate in any such Tax Contest jointly with the Sellers. With respect to a Tax Contest which the Sellers is entitled to control, the Sellers shall not settle, compromise, or otherwise resolve any Tax Contest without the prior written consent of Boxlight Group (which consent may not be unreasonably withheld, conditioned, or delayed). Boxlight Group shall cause the Company to deliver to the Sellers any power of attorney reasonably required to allow the Sellers and its counsel to represent the Company in connection with any Taxing Authority or hearings or proceedings before Tax Contest that the Sellers is entitled to control hereunder and shall provide the Sellers with such assistance as may be reasonably requested in connection with any judicial authority, in each case such Tax Contest. Boxlight Group shall control any other Tax Contests with respect to the Company, provided that the Sellers shall have the right to participate in any such Transaction Tax Contest (jointly with Boxlight Group, and Boxlight Group shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the relevant portion Company, which settlement or aspect thereof). Notwithstanding compromise affects the foregoing, either Party shall be entitled to exclusively control liability for Taxes hereunder that is indemnifiable by the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties Sellers under this Agreement) it agrees , without the prior written consent of the Sellers (which consent may not be unreasonably withheld, conditioned or delayed). The parties each agree to pay consult with and indemnify to keep the other Party against parties hereto informed on a regular basis regarding the status of any Transaction Taxes resulting from Tax Contest to the extent that such Transaction Tax ContestContest could affect a liability of such other parties (including indemnity obligations hereunder).

Tax Contests. (a) DTE If any Governmental Authority issues to W▇▇▇▇ Canada a Tax Claim with respect to W▇▇▇▇ Canada for any Tax period ending on or Spincoprior to the Closing Date, as applicable, shall, within 10 business days the Canadian Purchaser shall notify Katy of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party its receipt of such Transaction communication from the Governmental Authority within thirty (30) Business Days after receiving such notice of Tax Contest Claim. No failure or Tax Contest and thereafter promptly forward delay of Canadian Purchaser or make available W▇▇▇▇ Canada in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Katy pursuant to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that such failure or delay shall preclude Katy from defending against any liability or claim for Taxes that Katy is obligated to pay hereunder. Katy shall control any examination, investigation, audit, or other proceeding ("Tax Contest") in respect of any such Tax Claim; provided, however: (a) Katy first acknowledges in writing that: (i) to the Indemnifying Party shall have been actually prejudiced by extent the Tax Claim includes an assertion that an amount is or may be owing with respect to Taxes, that Katy is obligated to indemnify the Canadian Purchaser for such failure.Taxes; and (ii) to the extent the Tax Claim does not include an assertion that an amount is or may be owing with respect to Taxes, Katy is liable to indemnify the Canadian Purchaser for Taxes for the Tax periods subject to the Tax Claim; (b) DTE and Spinco each Katy shall not have the exclusive right to control the conduct and settlement of any Tax ContestContest to the extent that such Tax Contest relates to or affects a Tax period ending after the Closing Date; (c) Katy shall not have control of the portion of an Tax Contest that affects Tax periods on or before the Closing Date where such Tax Contest also affects or may affect Tax periods ending following the Closing Date and the Canadian Purchaser determines, other than acting reasonably, that it is impractical for Katy to control a Transaction portion of such Tax ContestContest or that such control by Katy will or may adversely affect the Canadian Purchaser’s ability to effectively control, settle or resolve the portion of the Tax Contest affecting Tax periods ending after the Closing Date; and (d) Katy shall not (and shall not allow W▇▇▇▇ Canada), to settle a Tax Claim or Tax Contest without the prior written consent of the Canadian Purchaser if such compromise and settlement may have an impact upon Taxes of W▇▇▇▇ Canada for any period ending after the Closing Date or would result in a Tax liability to W▇▇▇▇ Canada or its Affiliates or an adverse effect of their tax attributes for which Katy has not undertaken to indemnify the Canadian Purchaser. Katy shall provide Canadian Purchaser will copies of all written communications relating to any Tax Return that it is responsible for preparing pursuant Contest controlled by Katy and shall on a regular and timely basis advise Canadian Purchaser of the status of and any material developments relating to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party Canadian Purchaser shall be entitled to exclusively control appoint counsel to monitor any Tax Contest controlled by Katy at its own expense, and shall be entitled to attend or have counsel attend any meetings, whether in person or otherwise, between Katy and the conduct and settlement Tax Authority conducting such Tax Contest, shall be entitled to be advised of the contents of any Transaction such meeting not attended by Canadian Purchaser or its counsel and shall be entitled to receive copies of any submissions proposed to be made to any Tax Contest if Authority and to have reasonable time to comment upon such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestsubmissions.

Tax Contests. (a) DTE The Buyer shall promptly notify the Sellers in writing upon receipt by the Buyer or Spinco, as applicable, shall, within 10 business days the Company of becoming aware a written notice of any Transaction pending or threatened Tax audits or assessments for which the Sellers may be liable under applicable Law or under this Agreement (“Tax Contest Claims”); provided, however, no failure or delay by the Buyer to provide notice of a Tax Contest Claim shall reduce or otherwise affect the obligation of the Sellers hereunder except that nothing contained herein shall prevent the Sellers from making a claim for damages incurred if the Sellers are actually prejudiced thereby. The Buyer and the Sellers shall cooperate with each other in the conduct of any Tax Contest Claim. The Sellers shall have the right to control the conduct of any Tax Contest Claim for which one or more of the Sellers are liable under applicable Law or under this Agreement for any amount of Tax payable with respect to such Tax Contest Claim (any such claim, a “Sellers’ Tax Contest Claim”) and shall bear the full cost of pursuing any such claim. However, if in the sole discretion of the Buyer the matter could reasonably be expected to cause adversely affect the other Party Buyer or the Company with respect to have an indemnification obligation under this Agreement, notify any taxable period or portion thereof beginning after the other Party Closing Date (a “Post-Closing Tax Period”) or with respect to a Tax for any period for which Seller is not liable to pay hereunder: (i) the Sellers shall keep the Buyer informed regarding the progress and substantive aspects of such Transaction any Sellers’ Tax Contest Claim, including providing the Buyer with all written materials relating to such Tax proceeding received from the relevant Governmental Authority or presented to such Governmental Authority by Sellers; (ii) the Buyer shall be entitled to participate in any Sellers’ Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with any Sellers’ Tax Contest Claim and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward attending any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, conferences relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Sellers’ Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then Claim; and (iii) the Indemnitee Sellers shall not accept compromise or enter into any settlement settle a Sellers’ Tax Contest Claim, without obtaining the consent of the Indemnifying PartyBuyer’s prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contestdenied; provided, that where the conduct such consent shall only be necessary if a compromise or settlement of any portion or aspect of any such Transaction Sellers’ Tax Contest could Claim would reasonably be expected to cause Spinco result in adverse tax consequences to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (Buyer or the relevant portion Company. (b) Except as otherwise provided herein, the Buyer shall control all other audit, examination or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement administrative or judicial proceedings in respect of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestTaxes.

Tax Contests. Until the later of (ai) DTE or Spincothe expiration of the General Survival Period and (ii) the release of all Escrowed Shares retained under the Escrow Agreement for claims for indemnification asserted under Article VIII of the Merger Agreement with respect to Taxes, as applicableParent and the Surviving Corporation, shallon the one hand, within 10 business days and Representative, on the other hand, shall promptly notify each other upon receipt of becoming aware written notice of any Transaction inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Period (or portion thereof) (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest or Tax Contest that could reasonably be expected Matter”). Any failure to cause the other Party to have an indemnification obligation under this Agreement, so notify the other Party of such Transaction any Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) Matter shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, such other party of any liability with respect to such Tax Matters except to the extent that the Indemnifying Party such party was actually and materially prejudiced as a result thereof. Parent shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control of the conduct of all Tax Matters; provided that, until the later of (i) the expiration of the General Survival Period and settlement (ii) the release of any all Escrowed Shares retained under the Escrow Agreement for claims for indemnification asserted under Article VIII of the Merger Agreement with respect to Taxes, to the extent the outcome of the Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could Matter would reasonably be expected to cause a Party give rise to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation Escrow Beneficiaries under this Agreement, then (i) DTE Parent shall not accept or enter into any settlement relating to any Transaction control such Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, Matter diligently and in good faith; (ii) Spinco Parent shall keep the Representative reasonably informed regarding the status of such Tax Matter and shall provide to the Representative copies of any and all material correspondence received from the Governmental Entity related to such Tax Matter; (iii) the Representative, at its sole cost and expense, shall have the right to participate in such Tax Matter and in connection therewith, Parent shall provide the Representative with the opportunity to attend any formally scheduled meetings conferences with any Taxing Authority or hearings or proceedings before any judicial authority, in each case the Governmental Entity and to review and provide comments with respect to written responses provided to the Governmental Entity and (iv) Parent shall not settle, resolve, compromise or abandon (and shall not allow the Surviving Corporation to settle, resolve, or abandon) such Transaction Tax Contest (or Matter without the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations prior written consent of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestRepresentative (which shall not be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days The Ashford Select Entities shall inform the Seller of becoming aware the commencement of any Transaction audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which any Ashford Select Entity may be entitled to indemnity from Seller hereunder. With respect to any Tax Contest or for which Seller acknowledges in writing that Seller is liable under Article VII for any and all Losses relating thereto, Seller shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) Seller shall promptly notify the Ashford Select Entities in writing of any intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any of the Purchased Entity or Subsidiary Entities for a Tax period that could reasonably be expected to cause includes but does not end on the other Party to have an indemnification obligation under this AgreementClosing Date, notify the other Party of Seller and Ashford Select Entity shall jointly control all proceedings taken in connection with any such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a(z) (or to promptly forward if any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on any Ashford Select Entity, then any of the Indemnitee Purchased Entity, Subsidiary Entities or any of their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying Partyrelevant Ashford Select Entity consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to Seller of the commencement of any Tax Contest and Seller does not, within ten (10) Business Days after notice is given by an Ashford Select Entity, give notice to such Ashford Select Entity of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Seller), Seller shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Ashford Select Entity. The failure of an Ashford Select Entity to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect Seller’s obligation with respect thereto except to the extent that Seller can demonstrate actual loss and prejudice as a result of such Party notifies failure. The Ashford Select Entities and the other Party that (notwithstanding the rights Purchased Entity and obligations of the Parties under this Agreement) it agrees Subsidiary Entities shall use their reasonable efforts to pay and indemnify the other Party against any Transaction Taxes resulting from provide Seller with such Transaction assistance as may be reasonably requested by Seller in connection with a Tax ContestContest controlled solely or jointly by Seller.

Tax Contests. If any Governmental Authority issues to PubCo or any Bitcoin Depot Merger Sub (a) DTE a written notice of its intent to audit or Spincoother similar proceeding with respect to BT Assets that could give rise to any Indemnified Taxes, or (b) a written notice of deficiency against BT Assets that includes any Indemnified Taxes (any of the foregoing, a “Tax Contest”), PubCo or such Bitcoin Depot Merger Sub, as applicable, shallshall notify the BT Assets Stockholders in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, within 10 business days of becoming aware and such written notice shall be accompanied by copies of any Transaction notice or other documents received from the Governmental Authority with respect to such Tax Contest Contest. If any Governmental Authority issues a communication to any BT Assets Stockholder with respect to any Tax Contest, such BT Assets Stockholder shall notify PubCo in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received from the Governmental Authority with respect to such Tax Contest. The BT Assets Stockholders (or any Person or Persons they designate), at their expense, shall control the portion of any Tax Contest that could relates to Indemnified Taxes; provided, however, that the BT Assets Stockholders shall (i) keep PubCo reasonably be expected to cause apprised of the other Party to have an indemnification obligation under this Agreement, notify the other Party status of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions portion of such Tax Contest. A failure by an Indemnitee to give notice as provided , (ii) provide PubCo with copies of all material correspondence received from the applicable Governmental Authority in this Section 3.03(a) (or to promptly forward any connection with such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by portion of such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contestand (iii) not settle, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct compromise or settlement abandon such portion of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying Party, PubCo (which consent shall not be unreasonably withheld withheld, conditioned or delayed. ). PubCo shall take any actions (cincluding granting any BT Assets Stockholder or its designee any necessary power of attorney) DTE shall have reasonably necessary to allow the exclusive BT Assets Stockholders to exercise their right to control the conduct and settlement such portion of any Transaction Tax Contest; provided, that where Contest pursuant to this Section 4.2. In the conduct or settlement event of any portion or aspect conflict between the provisions of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this AgreementSection 4.2, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without on the consent of Spinco, which consent shall not unreasonably be withheld or delayedone hand, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityprovisions of Section 5.4, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies on the other Party that (notwithstanding hand, the rights and obligations provisions of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 4.2 shall control.

Tax Contests. Buyer shall deliver a written notice (aa “Tax Contest Notice”) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware to Owners Representative promptly following the occurrence of any Transaction Tax Contest demand, claim, or Tax Contest that could notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to any Pre-Closing Taxes for which Buyer would reasonably be expected to cause the other Party be entitled to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct 6.12(f)(i) or settlement of any portion or aspect of any such Tax Contest could which would reasonably be expected to cause negatively affect the Tax liability of the Owners for any period (“Tax Contest”). Any written notice of a Party Tax Contest shall describe the nature of the claim, the amount thereof (if known and quantifiable) and the basis thereof. Owners Representative must, within thirty (30) days after receipt of notice of the claim for indemnification, notify Buyer in writing as to have an whether Owners admit or dispute the claim described by Buyer. If Owners give written notice that they agree with the indemnification obligation under this Agreementclaim, then the Indemnitee Buyer shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedentitled to indemnification pursuant to Section 6.12(f)(i). (ci) DTE Subject to Section 6.12(g)(ii), Buyer shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where however, Owners, at their sole cost and expense, shall (x) have the conduct or settlement right to control any Tax Contest to the extent it relates to Income Taxes of any portion Acquired Company with respect to any period ending on or aspect before the applicable Closing Date, and (y) have the right to participate in any other Tax Contest. The Owners Representative (on behalf of the LCA Owners) shall be entitled to control any such Transaction Tax Claim which affects the Tax status of LCA for any Tax period ending on or prior to the Closing Date. For purposes of this Section 6.12(g), “participate” shall mean the right to review all written correspondence between the applicable Taxing authority and the taxpayer, to understand and comment with respect to the strategy for responding to the Tax Contest could reasonably be expected and the Tax issues involved in the Tax Contest, and to cause Spinco attend meetings between the applicable Taxing authority and the taxpayer if determined appropriate after good faith discussions between Buyer and Owners. (ii) If Owners are entitled to have an indemnification obligation under this Agreementand elect to control a Tax Contest, then (iA) DTE Owners shall provide Buyer prior written notice of such intent, and (B) Owners shall (x) keep Buyer reasonably informed regarding the status of such Tax Contest; (y) allow Buyer and the applicable Acquired Company, at the expense of Buyer, to participate in such Tax Contest; and (z) not accept settle, resolve, or enter into abandon any settlement relating to any Transaction such Tax Contest without the consent prior written Consent of Spinco, Buyer (which consent shall not be unreasonably withheld, delayed, or conditioned). (iii) If Owners are not entitled to or do not elect to control a Tax Contest, then Buyer shall (w) keep Owners reasonably informed regarding the status of such Tax Contest; (x) allow Owners, at its sole cost and expense, to participate in (but not control) such Tax Contest; (y) not settle, resolve, or abandon any such Tax Contest without the prior written Consent of Owners (which shall not be withheld unreasonably withheld, delayed, or delayedconditioned), and (iiz) Spinco shall have if requested by Owners, settle (or cause the right applicable Acquired Company to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction settle) the Tax Contest (on terms acceptable to the applicable Governmental Entity and Owners; provided that such settlement, as determined by Buyer, will not result in any Buyer Indemnified Party incurring any Taxes or the relevant portion other Liability that Owners are not required to pay or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties indemnify under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware Seller and Purchaser shall provide prompt notice to the other of any Transaction Tax pending or threatened Contest or Tax Contest that could reasonably be expected of which it becomes aware related to cause Taxes for any taxable period for which it is indemnified by the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contesthereunder. A failure by an Indemnitee to give Such notice as provided in this Section 3.03(a) shall contain factual information (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents it has received from any Taxing Authority in respect of any such matters. If a Party hereto has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified under Section 7.6 hereof and such Party fails to give the Indemnifying indemnifying Party prompt notice of such asserted Tax liability, then (i) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have been actually prejudiced no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in any forum, but such failure to give prompt notice 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 7.6 hereof shall be reduced by the amount of such failuredetriment. (b) DTE and Spinco each Seller or its designee shall have the exclusive right to represent a Conveyed Company’s interests in any Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof, to employ counsel of its choice at its expense and to control the conduct of such Contest, including settlement or other disposition thereof. (c) Purchaser shall have the right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Tax Return that it is responsible for preparing Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company pursuant to Section 3.01(a7.5(b). Notwithstanding ; provided, however, that Seller shall have the foregoingright, if the conduct at Seller’s own expense, to consult with Purchaser regarding any such Contest that may affect a Conveyed Company for any Pre-Closing Period or settlement of for any portion of a Straddle Period ending on the Closing Date; and provided, further, that any settlement or aspect other disposition of any such Tax Contest could reasonably that may affect a Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period ending on the Closing Date may only be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without made with the consent of the Indemnifying PartySeller, which consent shall will not be unreasonably withheld withheld, delayed or delayedconditioned. In the case of a Contest with respect to a Straddle Period, to the extent that Seller unreasonably withholds, delays or conditions consent, Purchaser’s obligation under Section 7.6(c) of this Agreement to indemnify Seller for any Tax with respect to such period shall terminate and Seller shall reimburse Purchaser for the reasonably incurred costs of the Contest. It is understood by the Parties that any disputes arising under this Section 7.5(c), including, but not limited to, disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article VII that require the agreement of the Parties within the meaning of Section 7.10 of this Agreement and, therefore, shall be resolved in accordance with Section 7.10 of this Agreement. (cd) DTE shall have the exclusive right to control the conduct Seller and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authorityPurchaser agree, in each case at no cost to the other Party, to cooperate with respect the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such Transaction books, records and files. (e) Where there is a dispute with a Taxing Authority regarding liability for Tax Contest (for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or shall cause the appropriate Conveyed Company to, as the case may be, at the request of the Seller, pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party Conveyed Company shall be entitled reimbursed by Seller in a manner to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of be agreed upon by the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from at such Transaction Tax Contesttime as Seller makes such request.

Tax Contests. (a) DTE or Spinco, as applicable, shall, Each Party shall notify the other party in writing within 10 business 15 days following receipt by such party of becoming aware written notice of any Transaction pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court Action which could affect the liability for Taxes of 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 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 similar group that includes Seller or any other party other than the Company and its Subsidiaries) and Seller will not compromise or settle any such Tax Contest in a manner that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction result in a Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) Liability that is not indemnified (or to promptly forward any such notices or communicationsotherwise satisfied) shall not relieve the Indemnifying Partyin full by Seller without obtaining Buyer’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. prior written consent (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE ). In the case of a Straddle Period, Seller shall have be entitled to participate at its expense in any Tax Contest relating in any part to Taxes attributable to the exclusive right 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 sole expense, may assume the control of such Tax Contest. None of Buyer, any of its Affiliates, the conduct and settlement Company or its Subsidiaries may settle or otherwise dispose of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected that would give rise to cause Spinco any Liability to have an indemnification obligation Seller or its Affiliates under this Agreement, then (i) DTE shall not accept Agreement or enter into any settlement relating to any Transaction Tax Contest under applicable Law without the prior written consent of SpincoSeller, which consent shall not unreasonably may be withheld or delayedin the reasonable discretion of Seller, and (ii) Spinco shall have the right unless Buyer agrees in writing to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, indemnify Seller in each case full with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestLiability.

Tax Contests. Purchaser shall notify Seller within ten (10) days of its receipt (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction notice of any Tax Contest or (b) of a written notice threatening any Tax Contest, in each case, relating to a Pre-Closing Tax Period of the Company, and Seller shall have the right to control such Tax Contest that could reasonably be expected at his expense and to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party employ counsel of his choice if such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available relates solely to a period ending prior to the Indemnifying Party copies Closing Date; provided, Purchaser shall have the right to participate in any such Tax Contest, at its own expense, jointly with Seller. Seller shall notify Purchaser in writing of notices and communications relating its election to control any such Tax contest within ten (10) days of his receipt of the relevant portions notice of such Tax Contest. A failure by an Indemnitee With respect to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected which Seller elects to cause a Party to have an indemnification obligation under this Agreementcontrol, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Seller shall have the right to attend determine, in his reasonable discretion, all issues relating to the Tax Contest; provided that (a) Seller shall not settle any formally scheduled meetings Tax Contest without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or delayed) and (b) Seller shall use commercially reasonable efforts to defend such Tax Contest to its final conclusion. So long as Seller is conducting the defense in accordance with the requirements of this Section 7.4, Purchaser shall cause the Company to deliver to Seller any power of attorney reasonably required to allow Seller and his counsel to represent the Company in connection with any Taxing Authority or hearings or proceedings before such Tax Contest that Seller is entitled to control hereunder and shall provide Seller with such assistance as may be reasonably requested in connection with any judicial authority, in each case such Tax Contest. Purchaser shall control any other Tax Contests with respect to such Transaction the Company, including any Tax Contest (or that Seller does not elect to control pursuant to this Section 7.4, and shall have the relevant portion or aspect thereof). Notwithstanding right to assume the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if which Seller fails to use commercially reasonable efforts to defend, except that (a) Purchaser shall not agree to settle any such Party notifies Tax Contest, which settlement will affect the taxable income or indemnification obligations of Seller with respect to Taxes, without the prior written consent of Seller (which consent may not be unreasonably withheld, conditioned or delayed), and (b) Purchaser shall diligently defend such Tax Contest to its final conclusion. Seller, on the one hand, and Purchaser and the Company, on the other Party that (notwithstanding the rights hand, each agree to consult with and obligations of the Parties under this Agreement) it agrees to pay and indemnify keep the other Party against parties hereto informed on a regular basis regarding the status of any Transaction Taxes resulting from Tax Contest to the extent that such Transaction Tax ContestContest relates to any Pre-Closing Tax Period.

Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days Ashford Select TRS shall inform the applicable Seller of becoming aware the commencement of any Transaction audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Ashford Select TRS may be entitled to indemnity from Sellers hereunder. With respect to any Tax Contest or for which any Seller acknowledges in writing that such Seller is liable under Article VII for any and all Losses relating thereto, such Seller shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) each Seller shall promptly notify Ashford Select TRS in writing of any intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any of the Purchased Entities or Subsidiary Entities for a Tax period that could reasonably be expected to cause includes but does not end on the other Party to have an indemnification obligation under this AgreementClosing Date, notify the other Party of related Seller and Ashford Select TRS shall jointly control all proceedings taken in connection with any such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a(z) (or to promptly forward if any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreementadverse effect on Ashford Select TRS, then any of the Indemnitee Purchased Entities, Subsidiary Entities or any of their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not accept be settled or enter into any settlement resolved without the consent of the Indemnifying Partyrelevant Ashford Select TRS consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party if notice is given to any Seller of the commencement of any Tax Contest and such Seller does not, within ten (10) Business Days after notice is given by Ashford Select TRS, give notice to Ashford Select TRS of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of such Seller), such Seller shall be entitled bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Select TRS. The failure of Ashford Select TRS to exclusively control the conduct and settlement give reasonably prompt notice of any Transaction Tax Contest if shall not release, waive or otherwise affect any Seller’s obligation with respect thereto except to the extent that such Party notifies Seller can demonstrate actual loss and prejudice as a result of such failure. Ashford Select TRS and the other Party that (notwithstanding the rights Purchased Entities and obligations of the Parties under this Agreement) it agrees Subsidiary Entities shall use their reasonable efforts to pay and indemnify the other Party against any Transaction Taxes resulting from provide Sellers with such Transaction assistance as may be reasonably requested by Sellers in connection with a Tax ContestContest controlled solely or jointly by a Seller.

Tax Contests. From and after the Closing Date, Purchasers, on the one hand, and Sellers, on the other hand (a) DTE or Spincoeach, as applicablethe "Recipient," and together, shall, within 10 business days of becoming aware of any Transaction the "Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this AgreementParties"), shall notify the other Party of such Transaction 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 Contest Returns of the Target Companies or their Subsidiaries (each and thereafter promptly forward or make available to the Indemnifying Party copies any of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such a "Tax Contest") which Tax Contest could reasonably be expected to cause a Party affect the obligations of such other Tax Contest Party, or their Affiliates, with respect to have an indemnification obligation under Taxes pursuant to this Agreement, then the Indemnitee . A Recipient's failure to comply with this notice provision shall not accept 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 enter into 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 settlement 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 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 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 the Indemnifying PartyPurchasers, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (cii) DTE shall have the exclusive right to Purchasers shall, at their expense, control the conduct defense and settlement of any Transaction all Tax Contest; providedContests other than those described in Section 5.18(f)(i). Sellers, that where the conduct or settlement at Sellers' expense and with counsel of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreementtheir own choosing, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend participate fully in all aspects of the defense of such Tax Contest if the resolution of such Tax Contest would increase the Tax liability of Sellers or otherwise adversely affect Sellers or any formally scheduled meetings of their Affiliates. (iii) Each Tax Contest Party shall promptly provide to the other Tax Contest Party copies of all written notices and other documents received from any Governmental Authority with respect to any Taxing Authority Tax Contest (provided that the Tax Contest Party receiving such notice or hearings other document may redact from such copies information not reasonably related to or proceedings before any judicial authority, in each case necessary for determining amounts for which the other Tax Contest Party may be liable hereunder with respect to such Transaction Tax Contest Contest). (iv) Notwithstanding anything to the contrary contained herein, in the event the Entity-Level Purchase Price Allocation, the Purchase Price Allocation or any of the relevant portion or aspect thereof). Notwithstanding 338(h)(10) Allocations are disputed by any Governmental Authority, the foregoing, either Party party receiving notice of such dispute shall be entitled to exclusively control the conduct promptly notify and settlement of any Transaction Tax Contest if such Party notifies consult with the other Party that (notwithstanding the rights and obligations party concerning resolution of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestdispute.

Tax Contests. Notwithstanding any of the foregoing, but subject to the following requirements, CP.c▇▇ ▇▇▇ll have the sole and exclusive right to conduct or defend any tax audit or other tax contest (a"Tax Contest") DTE involving (i) a CP.c▇▇ ▇▇▇urn or Spinco(ii) a separate Return of Driveoff relating to any taxable period beginning after Closing or the post-Closing portion of a Straddle Period, to the extent the tax liability at issue would be allocated solely to such post-Closing portion pursuant to Section 7.1.1 hereof. In the event an Indemnifiable Amount is reasonably expected to arise out of any such Tax Contest, CP.c▇▇ ▇▇▇l notify Navidec and allow it to comment on any written submissions relating to any Indemnifiable Amounts. CP.c▇▇ ▇▇▇l consult in good faith with Navidec regarding the conduct of any such Tax Contest. Each of Driveoff and Navidec agrees to furnish or cause to be furnished to CP.c▇▇, ▇▇on request, as applicablepromptly as practicable, shall, within 10 business days of becoming aware of such information and assistance relating to Driveoff as is reasonably necessary for the preparation for any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest audit or Tax Contest and thereafter promptly forward or make available each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.3. Notwithstanding anything to the Indemnifying Party copies contrary in this Article VII, including this Section 7.3, Navidec shall have the sole and exclusive right to conduct or defend any Tax Contest involving (i) a consolidated, combined or unitary Return of notices and communications Navidec or (ii) a separate Return of Driveoff relating to any taxable period ending on or prior to Closing or the relevant portions pre-Closing portion of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except Straddle Period to the extent that the Indemnifying Party shall have been actually prejudiced by tax liability at issue would be allocated solely to such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pre-Closing portion pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement 7.1.1 hereof; provided that Navidec shall promptly notify and keep CP.c▇▇ ▇▇▇ormed of any portion or aspect of written communications received by it with respect to any such Tax Contest could reasonably be expected that relates to cause a Party Driveoff and shall provide CP.c▇▇ ▇▇▇h the opportunity to have an indemnification obligation under this Agreementpresent Navidec with memoranda and position papers with respect to any such Tax Contest (to the extent such Tax Contest relates to Driveoff); and provided further that, then in the Indemnitee shall not accept or enter into event any settlement without the consent of the Indemnifying Partydetermination, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct compromise or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected results in the movement of an item of gross income from a pre-Closing period to cause Spinco any post-Closing period, Navidec shall indemnify CP.c▇▇ ▇▇▇ any net tax liability resulting solely therefrom (taking into account any increases in net operating losses or other losses or deductions available to have an indemnification obligation under this AgreementDriveoff in a post-Closing period resulting solely from such determination, then (i) DTE settlement or compromise), to the extent a reserve for such tax liability was not included on the Closing Balance Sheet. CP.c▇▇ ▇▇▇ Navidec shall not accept or enter into jointly represent the interest of Driveoff in any settlement Tax Contest relating to any Transaction Tax Contest without Straddle Period, to the consent extent the tax liability at issue would not be allocated solely to either the pre-Closing or post-Closing portion of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right such Straddle Period pursuant to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax ContestSection 7.1.1 hereof.

Tax Contests. (ai) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware If any Buyer Indemnitee receives notice of any Transaction audit, review, examination, assessment, or any other administrative or judicial Proceeding with the purpose or effect of re-determining Taxes of or with respect to the Company (including any administrative or judicial review of any claim for refund) for which the Seller Parties may be required to provide indemnification pursuant to this Agreement (a “Tax Contest”), then Buyer must promptly notify the Seller Parties thereof in writing (“Tax Contest or Tax Contest that could reasonably be expected Notice”). Failure to cause provide such notice will not affect the other Party to have an indemnification obligation under this Agreement, notify the other Party right of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an any Buyer Indemnitee to give notice as provided in this Section 3.03(a) (or indemnification pursuant to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually Seller Parties are materially prejudiced by such failure. (bii) DTE The Seller Parties, at their sole cost and Spinco each expense, shall have the exclusive right to control and defend the conduct and settlement of any Tax Contest covering solely any Tax period ending before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, other than for the avoidance of doubt, accountants) of their choice; provided, that as a Transaction condition to such right to control, within fifteen (15) days after receipt of any Tax Contest Notice, the Seller Parties must notify Buyer in writing that the Seller Parties desire to control and defend such Pre-Closing Tax Contest; provided further, that (A) the Seller Parties shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding and (B) in the foregoing, if the conduct or settlement case of any portion Pre-Closing Tax Contest that could affect the Taxes or aspect other interests of Buyer or the Company for taxable periods (or portions thereof) after the Closing Date (I) Buyer may participate (and retain separate co-counsel at its own cost and expense to participate) in the defense of the Pre-Closing Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with the Pre-Closing Tax Contest and the right to attend any conferences relating thereto, and (II) the Seller Parties will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Pre-Closing Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the prior written consent of the Indemnifying Party, Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (ciii) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco Buyer shall have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Seller Parties have not exercised their right to control and defend such Pre-Closing Tax Contest in the time and manner set forth in Section 7.15(d)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that, with respect to any Tax items in the Other Tax Contest for which the resulting Tax liability the Seller Parties would be required to provide indemnification pursuant to this Agreement, (A) Buyer shall keep the Seller Parties reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) the Seller Parties may participate (and retain separate co-counsel at its sole cost and expense to participate) in the defense of such Tax items in the Other Tax Contest, including, to the extent the circumstances allow, having an opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any formally scheduled meetings with conferences relating thereto, and (C) Buyer will not settle or consent to the entry of any Taxing Authority order, ruling, decision, or hearings other similar determination or proceedings before any judicial authority, in each case finding with respect to such Transaction Tax items in the Other Tax Contest (or without the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations prior written consent of the Seller Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest(which consent shall not be unreasonably withheld, conditioned, or delayed).

Tax Contests. (a) DTE If any Governmental Authority issues to any of the Acquired Entities a written notice of its intent to audit or Spinco, as applicable, shall, within 10 business days of becoming aware examine Tax Returns of any Transaction Tax Contest of the Acquired Entities for any taxable period ending on or Tax Contest that could reasonably be expected prior to cause the other Party to have an indemnification obligation under this AgreementClosing Date or any Straddle Period Returns, the Buyer or the Acquired Entities shall notify the other Party Stockholders’ Representative of its receipt of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to communication from the Indemnifying Party copies of notices and communications relating to the relevant portions of Governmental Authority within ten (10) Business Days after receiving such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failurenotice. (b) DTE and Spinco each The Stockholders’ Representative shall control any examination, investigation, audit or other proceeding in respect of any Tax Return or Taxes of any of the Acquired Entities for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Tax Contest”), provided that (i) the Buyer shall have the exclusive right to control participate in any Pre-Closing Tax Contest and (ii) the conduct and settlement of Stockholders’ Representative shall not settle or otherwise resolve any Pre-Closing Tax Contest (or any issue raised in such Pre-Closing Tax Contest, ) if such settlement or other than a Transaction Tax Contest, relating resolution relates to any Tax Return that it is responsible Taxes for preparing pursuant to Section 3.01(a). Notwithstanding which Buyer and the foregoing, if the conduct Acquired Entities are liable under this Agreement or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to which would have an indemnification obligation under this Agreement, then adverse effect on the Indemnitee shall not accept Buyer or enter into any settlement the Acquired Entities for taxable periods ending after the Closing Date without the consent of the Indemnifying Party, Buyer or the Acquired Entities (which consent shall not be unreasonably withheld or delayed). The Buyer shall control any examination, investigation, audit or other proceeding in respect of any Straddle Period Returns or Taxes of any of the Acquired Entities for Straddle Tax Periods (a “Straddle Period Tax Contest”), provided that (i) the Stockholders’ Representative shall have the right to participate in any such Straddle Period Tax Contest, and (ii) the Buyer shall not settle or otherwise resolve any Straddle Period Tax Contest (or any issue raised in such Straddle Period Tax Contest) if such settlement or other resolution relates to Taxes for which the Stockholders’ Representative is liable under this Agreement without the consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld or delayed). (c) DTE If there is an adjustment to any Tax Return for any of the Acquired Entities which creates a deficiency in any Taxes for which the Stockholders are liable under the provisions of Section 10.1 hereof, the Stockholders’ Representative shall have pay, or cause to be paid, to Buyer the exclusive right to control amount of such deficiency in Taxes. No liability of the conduct and settlement Stockholders under this Section 10.6(c) shall be payable until the occurrence of any Transaction action by any Governmental Authority that is final or, if not final, is acquiesced in by the Stockholders during the course of the relevant Tax Contest; provided, that where . All payments required to be made by the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected Stockholders pursuant to cause Spinco to have an indemnification obligation under this Agreement, then (iSection 10.6(c) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that made within ten (notwithstanding the rights and obligations 10) Business Days of the Parties under this Agreement) it agrees to pay and indemnify occurrence of the other Party against any Transaction Taxes resulting from such Transaction Tax Contestevent described in the immediately preceding sentence.

Tax Contests. (a) DTE Buyer shall deliver a written notice to Sellers in writing promptly following any demand, Claim, or Spinconotice of commencement of a Claim, as applicableproposed adjustment, shallassessment, within 10 business days audit, examination or other Proceeding, in each case, with respect to Taxes of becoming aware of any Transaction the Company for which Sellers may be liable (“Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest Contest”) and thereafter promptly forward or make available shall describe in reasonable detail (to the Indemnifying Party copies of notices and communications relating to extent known by Buyer) the relevant portions of facts constituting the basis for such Tax Contest. A , 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 by an Indemnitee or delay to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) so notify Sellers shall not relieve the Indemnifying Party’s indemnification obligations under this AgreementSellers of any obligation or liability that Sellers may have to Buyer, except to the extent that the Indemnifying Party shall have been actually Sellers are adversely prejudiced by such failurethereby. (b) DTE With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Sellers may elect to assume and Spinco each shall have the exclusive right to control the conduct defense of such Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Sellers of the Tax Claim Notice. If Sellers elects to assume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or ▇▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Sellers shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Sellers elects to assume the defense of any Tax Contest, other than a Transaction Tax Contest, Sellers shall: (x) keep Buyer reasonably informed of all material developments and events relating to any such Tax Return that it is responsible for preparing pursuant Contest (including promptly forwarding copies to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement Buyer of any portion related correspondence); (y) consult with Buyer in connection with the defense or aspect prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control) the defense of such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (including participating in any discussions with the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedapplicable Taxing Authorities regarding such Tax Contest). (c) DTE shall have In connection with any Tax Contest that relates to Taxes of the exclusive right Company for a Pre-Closing Tax Period that Sellers do not timely elect to control the conduct pursuant to Section ‎7.7(b), such Tax Contest shall be controlled by Buyer (and settlement Sellers shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section ‎7.7(c) and Sellers agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section ‎7.7(c)), and controlled by Buyer, Buyer shall: (x) keep Sellers informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Sellers of any Transaction related correspondence and shall provide Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers in connection with the defense or prosecution of any such Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (iiz) Spinco provide such cooperation and information as Sellers shall reasonably request, and, at their own cost and expense, Sellers shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, participate in each case with respect to (but not control) the defense of such Transaction Tax Contest (or including participating in any discussions with the relevant portion or aspect thereofapplicable Tax Authorities regarding such Tax Contests). Notwithstanding . (d) In connection with any Tax Contest for Taxes of the foregoingCompany for any Straddle Period, either Party such Tax Contest shall be entitled controlled by Buyer; provided, however, that, to exclusively control the conduct extent Sellers would be liable for any Tax, 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 Sellers, with such consent not to be unreasonably withheld, conditioned or delayed. Buyer shall: (x) keep Sellers informed of all material developments and settlement events relating to such Tax Contest (including promptly forwarding copies to Sellers of any Transaction related correspondence and shall provide Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Sellers shall reasonably request, and, at their own cost and expense, Sellers shall have the right to participate in (but not control) the defense of such Tax Contest if (including participating in any discussions with the applicable Tax Authorities regarding such Party notifies Tax Contests). (e) Notwithstanding anything to the other Party that (notwithstanding the rights and obligations of the Parties under contrary contained in this Agreement) it agrees to pay , the procedures for all Tax Contests shall be governed exclusively by this Section ‎7.7 (and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestnot Section ‎8.4).

Tax Contests. (a) DTE Except as provided in Section 12.09(f) hereof, if any Taxing Authority or Spincoother 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 a Purchaser receives notice of such Tax Claim, such 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 Purchasers shall be entitled to 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 a 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 applicablethe case may be, shallof the notice of Tax Claim, within 10 business days to provide notice to ARM or Purchaser, respectively, of becoming aware 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”) informed in respect of all material aspects of such proceedings and the Tax Indemnified Party 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 Transaction position contrary to the position taken on the related Tax Contest Return that may adversely affect the Tax Indemnified Party or its Affiliates without the prior consent of the Tax Contest Indemnified Party, which may not be unreasonably withheld, conditioned or delayed, (iii) the Tax Indemnifying Party may not settle or consent to the entry of judgment with respect to such 106 Tax Claim, without the prior consent of the Tax Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed and (iv) where such proceeding also involves claims that would not give rise to an indemnity obligation under this Article XII or could reasonably be expected to cause 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 control a proceeding as a result of clause (iv) of the other Party to have an indemnification obligation under this Agreementpreceding sentence, notify the other Party of Purchaser shall control such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available claim and, in controlling such claim shall be subject to the restrictions described above with respect to tax Claims where it is the Tax Indemnifying Party. If a Tax Indemnifying Party copies of notices and communications relating does not elect to the relevant portions of such defend or prosecute a Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this AgreementClaim, then the Indemnitee 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 not accept settle or enter into any settlement consent to the entry of judgment with respect to such Tax Claim without the consent of the Tax Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If a Tax Indemnified party does not vigorously defend or prosecute a Tax Claim described in the preceding sentence, then the Tax Indemnifying Party may provide notice to the Tax Indemnified Party electing to defend or prosecute such Tax Claim, with such defense or prosecution subject to the proviso set forth in the first sentence of this paragraph (c). (cd) DTE shall have the exclusive right to control the conduct Sellers and settlement of any Transaction Tax Contest; providedPurchasers each agree that they will, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected and will use commercially reasonable efforts to cause Spinco their Affiliates to, take such actions as are reasonably available to have an them to bifurcate any Tax proceeding that involves both claims that may give rise to a claim for indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, Article XII and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contestclaims.

Tax Contests. Buyer and the Company (a) DTE or Spincofollowing the Closing), as applicableon the one hand, shalland Sellers, within 10 business days on the other hand, shall promptly notify each other upon receipt by such Party of becoming aware written notice of any Transaction inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Contest Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest that could reasonably be expected Contest”). Any failure to cause the other Party to have an indemnification obligation under this Agreement, so notify the any other Party of such Transaction any Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve such other Party of any liability with respect to such Tax Contests except to the Indemnifying Party’s indemnification obligations under this Agreement, extent such Party was actually prejudiced as a result thereof. Sellers shall have sole control of the conduct of all Tax Contests with respect to a taxable period ending on or before the Closing Date except to the extent that such Tax Contest is related to the Indemnifying Party Tax Returns of the Company on which the consequences of the Section 338(h)(10) Election are reported, including any settlement or compromise thereof, provided, however, that Sellers shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have keep Buyer reasonably informed of the exclusive right to control the conduct and settlement progress of any such Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, and if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause have an adverse effect on the Company or Buyer in a Party taxable period (or portion thereof) beginning on or after the Closing Date, Sellers shall provide Buyer with the right to participate in any such Tax Contest at Buyer’s expense, and shall not affect any settlement or compromise without Buyer’s prior written consent, which shall not be unreasonably withheld or delayed. Except as provided below, Buyer shall have sole control with respect to Tax Contests involving Straddle Periods and all Tax Contests to the extent relating to the Tax Returns of the Company on which the consequences of the Section 338(h)(10) Election are reported and shall keep Shareholder Representative reasonably informed of the progress of any such Tax Contest, and shall not affect any settlement or compromise with respect to which Sellers are liable without obtaining Shareholder Representative’s prior written consent thereto, which shall not be unreasonably withheld or delayed; provided, however that if such Tax Contest could reasonably be expected to have an indemnification obligation under this Agreementadverse effect on either the Company, for any period ending on or prior to the Closing Date, or any Seller, then Buyer shall provide Shareholder Representative with the Indemnitee right to participate in such Tax Contest at Sellers’ expense. In such a case, if Shareholder Representative exercises such right, then to the extent a matter raised during such Tax Contest would reasonably be expected to have an adverse effect on either the Company, for any period ending on or prior to the Closing Date, or any Seller, then Buyer shall not accept or enter into effect any settlement or compromise of that matter without the consent of the Indemnifying Partyobtaining Shareholder Representative’s prior written consent, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. Notwithstanding Section 6.5, this Section 7.4 will control with respect to any audit, examination, investigation, claim, litigation, dispute, controversy or other administrative or judicial proceeding related to Taxes of the Company (ain each case other than Taxes that are related to Seller) DTE or Spinco, as applicable, shall, within 10 business days (“Tax Contest”). If Purchaser receives notice of becoming aware of any Transaction a Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available with respect to the Indemnifying Party copies of notices and communications relating to the relevant portions Company for a Pre-Closing Tax Period, then Purchaser will notify Seller in writing of such Tax Contest. A failure by an Indemnitee to give notice as provided Contest within ten (10) Business Days of receiving such notice; provided, however, that no delay or deficiency on the part of Purchaser in this Section 3.03(a) (or to promptly forward so notifying Seller will relieve Seller of any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations liability under this Agreement, Agreement except to the extent that such delay or deficiency materially prejudices or otherwise materially adversely affects the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall rights of the Seller with respect thereto. Seller will have the exclusive right to control the conduct and settlement resolution of any such Tax Contest; provided, however, that Seller may decline to participate in such Tax Contest. If Seller controls the conduct of such Tax Contest, other than a Transaction Purchaser at its own expense, shall have the right to participate in any such Tax Contest, relating including having the reasonable opportunity to review and comment before submitting any written materials prepared or furnished in connection with such Tax Return Contest and Seller shall incorporate in any such materials as actually filed all reasonable comments of Purchaser and Seller will not resolve such Tax Contest without Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If Seller declines to control such Tax Contest, then Purchaser will have the right to control the conduct of such Tax Contest at Sellers’ expense; provided, however, that it is responsible for preparing pursuant Purchaser will not resolve such Tax Contest without Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each of Seller and Purchaser shall keep the other party reasonably informed of the progress of all Tax Contests which such party controls and shall provide copies of all formal correspondence related to Section 3.01(a)such Tax Contests. Notwithstanding the foregoing, if in the conduct or settlement case of any portion or aspect a Tax Contest relating to Taxes of the Company for a Straddle Period, Purchaser shall control all Proceedings taken in connection with any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE Vista or Spinco, as applicable, shall, within 10 ten (10) business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Vista shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than (i) a Transaction Tax ContestContest (which shall be governed by Section 3.04(c)) and (ii) a Tax Contest relating to a Spinco Tax Return (which shall be exclusively controlled by Spinco), relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a)a taxable period beginning before the Distribution Date. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall (i) keep the Indemnifying Party reasonably informed of the progress of such Tax Contest and (ii) not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) DTE Vista shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, provided that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE Vista shall keep Spinco reasonably informed of the progress of any Transaction Tax Contest, (ii) Vista shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, and (iiiii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or Spinco, as applicable, shall, CRISPR will notify Bayer within 10 business [***] days of becoming aware upon the receipt of any Transaction Tax Contest notice, or Tax Contest that could becoming aware, of any material audit or other similar examination with respect to Taxes relating to Casebia and/or Subsidiaries of Casebia for which Bayer would reasonably be expected to cause the other Party be liable pursuant to have an indemnification obligation under this AgreementAgreement or that relates to a Tax Return of Casebia and/or Subsidiaries of Casebia for which items of income, notify the other Party of such Transaction Tax Contest deduction, credit, gain or Tax Contest loss are passed through to Bayer and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such CRISPR (a “Tax Contest. A ”); provided, however, that no failure by an Indemnitee or delay of CRISPR in providing such notice will reduce or otherwise affect the obligations of Bayer pursuant to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that Bayer is materially and adversely prejudiced as a result of such failure or delay. CRISPR will control, and cause the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right applicable Subsidiary of Casebia to control control, the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, however, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement(x) Bayer, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spincoat its own cost and expense, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall will have the right to attend participate in any formally scheduled meetings with such Tax Contest and (y) CRISPR will not settle any Taxing Authority such Tax Contest without Bayer’s prior written consent, not to be unreasonably withheld, conditioned or hearings delayed. Notwithstanding anything in this Agreement to the contrary, (i) the parties will not be permitted to make any election pursuant to Section 1101(g)(4) of P.L. 144-74 (2015) or proceedings before any judicial authorityTreasury Regulations Section 301.9100-22 (or, in each case case, any corresponding or similar provision of state or local applicable Law or any Treasury Regulations promulgated with respect thereto) in connection with any Tax Contest or other filing or amendment of any Tax Return of Casebia or any Subsidiary of Casebia, in each case, with respect to any taxable period ending on or before December 31, 2017, (ii) with respect to any U.S. federal and state and local income Tax Returns for Casebia or any Subsidiary of Casebia for any taxable period beginning after December 31, 2017 and ending on or before the Closing Date or any Straddle Period, CRISPR will be permitted to make, to the maximum extent permitted under applicable Law, the election described in Code Section 6221(b) on such Transaction Tax Contest Returns (and any similar or corresponding election for any such Tax Returns for state and local jurisdictions) (collectively, the relevant portion “Audit Opt Out Election”) and (iii) if the Audit Opt Out Election is not available, CRISPR will be permitted to cause Casebia and/or Subsidiaries of Casebia to make a Code Section 6226 “push out” election with respect to any “imputed underpayment” relating to any settlement or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of compromise in connection with any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. (a) DTE or SpincoAfter the Closing, as applicable, shall, within 10 business days of becoming aware ▇▇▇▇▇ will promptly notify Seller in writing upon the commencement of any Transaction Tax Contest audit, suit, action or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreementproceeding (each, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such a “Tax Contest”) involving one or more of the Group Companies, that relates to a Pre-Closing Tax Period (including a Straddle Period). A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each Seller shall have the exclusive right to control the conduct defense of a Tax Contest that relates to an Affiliated Group Tax Return or that otherwise solely relates to a Pre-Closing Tax Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and settlement the right to employ counsel of any its choice at its expense, provided, however, that, other than in respect of a Tax Contest that relates to an Affiliated Group Tax Return, Seller will keep Buyer apprised of developments relating to such Tax Contest, will provide Buyer with copies of all correspondence from any taxing authority relating to such Tax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. Seller will not settle, compromise or concede a Tax Contest (other than a Transaction Tax Contest that relates to an Affiliated Group Tax Return) to the extent it would adversely affect the Tax liability of Buyer or any of the Group Companies for any tax period beginning after the Closing Date without the prior consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control the defense of a Tax Contest for a Straddle Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that Buyer will keep Seller apprised of developments relating to such Tax Contest, will provide Seller with copies of all correspondence from any taxing authority relating to any such Tax Return that it is responsible for preparing pursuant Contest, and will conduct the defense of such Tax Contest diligently and in good faith. ▇▇▇▇▇ will not settle, compromise or concede such a Tax Contest without the prior consent of Seller, which consent will not be unreasonably withheld, conditioned or delayed. Seller will have the right to Section 3.01(a). Notwithstanding participate in the foregoing, if the conduct or settlement of any portion or aspect defense of any such Tax Contest could reasonably be expected and to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent employ counsel of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedits choice at its expense. (c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.