Common use of Tax Contests Clause in Contracts

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent Purchaser, the Company and their Subsidiaries, on the one hand, and the Sellers’ Representative, on the other hand, shall promptly notify the Holder Representative other in writing promptly after (but in no event more than ten (10) days after) acquiring knowledge of any matter which inquiry, claim, audit, assessment, proceeding or similar event with respect to any Pre-Closing Tax Period Straddle Period, or that otherwise may give rise to a claim affect the Sellers’ liability for indemnification against the Holders in Taxes, with respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give Company and its Subsidiaries (any such prompt notice. The Holder Representative shall be entitled to manageinquiry, conduct and control any Tax auditsclaim, examinationsaudit, appealsassessment, litigation, proceeding or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (eachsimilar event, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues . Any failure to so notify the other party of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in not relieve such Tax Contest and provide the Parent with copies other party of any written correspondence from or to the relevant Tax Authority liability with respect to such Tax ContestContest except to the extent that such failure shall have prejudiced the defense of such matter. Any settlement or other disposition The Sellers’ Representative shall have the right, upon written notice addressed and delivered to the Purchaser, to control the conduct of any Tax Contest relating to (whether administratively a) a Tax period ending on or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after before the Closing Date, may only be with and (b) the written consent pre-Closing portion of a U.S. federal income Tax Straddle Period of the ParentCompany or any Subsidiary of the Company to the extent, which consent will not be unreasonably withheldin either case, conditioned or delayed. In cases where the such Tax Contest is jointly controlledcould affect the allocations of income to the Sellers, neither party may or could affect the Sellers’ liability for Taxes under this Agreement; provided, however, that (i) the Sellers’ Representative shall provide the Purchaser the opportunity to participate in the 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 settle or concede, either administratively or after the commencement of litigation, any compromise such Tax Contest without the Purchaser’s prior written consent of the other partyconsent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed and (iv) in the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the Sellers’ Representative’s control rights shall be limited to those matters affecting the portion of such Straddle Period ending on and including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to Purchaser or its Affiliates pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder) and (y) Purchaser may direct, in its sole discretion, any Subsidiary of the Company to make an election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. With respect to all other Tax Contests, or if the Sellers’ Representative has not elected to control the conduct of a Tax Contest described in the prior sentence within thirty (30) days after receipt of notice thereof, the Purchaser shall have the right to control the conduct of any Tax Contest, including any settlement or compromise thereof; provided, however, that (i) the Purchaser shall provide the Sellers’ Representative the opportunity to participate in the defense of such Tax Contest at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), with counsel of the Sellers’ Representative’s choice at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), (ii) the Purchaser shall keep the Sellers’ Representative reasonably informed of the progress of such Tax Contest and (iii) the Purchaser shall not settle or compromise such Tax Contest without the Sellers’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and provided further that the Sellers’ Representative shall consent (or be deemed to consent) to the making of any election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such partnership representative to cooperate in implementing the provisions of this Section 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period. In no event 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 Parent be entitled conduct of such Tax Contest. Notwithstanding anything herein to settle or concede, either administratively or after the commencement of litigationcontrary, any Tax Contest relating to Taxes for which or involving NewCo or any of NewCo’s direct or indirect owners shall be solely controlled by NewCo or NewCo’s direct or indirect owners, as applicable, and the Holders are required Purchaser shall have no rights hereunder with respect to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to any such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlTax Contest.

Tax Contests. The (i) Buyer Parent and Seller Parent shall promptly notify the Holder Representative in writing each other upon receipt by such Party or its Affiliates of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any inquiries, claims, assessments, audits or similar events from or by any Governmental Authority with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which Sellers may be liable under this Agreement (any such matterinquiry, claim, assessment, audit or similar event, a “Tax Matter”). (ii) Buyer Parent shall have sole control of the conduct of all Tax Matters involving Taxes or Tax Returns of any of the Acquired Entities; provided, however, that failure of the neither Buyer Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative nor its Affiliates shall be entitled to manage, conduct and control settle or compromise any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of Matter without the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Seller Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event Sellers may participate at their own expense with respect to any such Tax Matter. (iii) Seller Parent shall have sole control of the conduct of all Tax Matters involving Taxes or Tax Returns of any of Sellers (except to the extent such Tax Returns are completed on a combined, consolidated or other similar basis and include and Acquired Entity), including any settlement or compromise thereof; provided, however, that neither Seller Parent be entitled to nor its Affiliates shall settle or concede, either administratively or after compromise any such Tax Matter without the commencement prior written consent of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concessionBuyer Parent, which consent will shall not be unreasonably withheld, conditioned or delayed or delayed. Buyers may participate at their own expense with respect to any such Tax Matter. (iiiv) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a any conflict or overlap between the provisions of this Section 8.4 9.5(f)(iii) and Article XIISection 12.6, the provisions of this Section 8.4 9.5(f) shall control.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing (i) If any Buyer Indemnitee receives notice of any matter which may give rise 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 a the Company (including any administrative or judicial review of any claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(brefund) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are Shareholder may be required to indemnify Parent under Section 12.2(b) provide indemnification pursuant to this Agreement (each, a “Tax Contest”), unless such then Buyer must notify the Shareholder within five (5) business days thereof in writing (“Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of Notice”). (ii) The Shareholder, at its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Datesole cost and expense, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, control and consult with defend the Holder Representative regarding, conduct of any Tax Contest described covering solely any Tax period ending before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of their choice; provided, that as a condition to such right to control, within fifteen (15) days after receipt of any Tax Contest Notice, the Shareholder must notify Buyer in this paragraph writing that may the Shareholder desires to control and defend such Pre-Closing Tax Contest; provided further, that (A) the Shareholder shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, and (B) in the case of any Pre-Closing Tax Contest that could affect the Surviving Entity Taxes or other interests of Buyer or the Company for any taxable periods ending (or portions thereof) after the Closing Date (I) Buyer may participate (and retain separate co-counsel at their own cost and expense to participate) in the Parent’s own expensedefense of the Pre-Closing Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with the Holder Representative shall keep the Parent reasonably informed of material developments in such Pre-Closing Tax Contest and provide the Parent with copies right to attend any conferences relating thereto, and (II) the Shareholder will not settle or consent to the entry of any written correspondence from order, ruling, decision, or to the relevant Tax Authority other similar determination or finding with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Pre-Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In no event ). (iii) Buyer shall have the Parent be entitled right to settle or concede, either administratively or after the commencement of litigationcontrol and defend any Tax Contest covering any Straddle Period, any Tax Contest relating to Taxes that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Holders are Shareholder has not exercised their right to control and defend such Pre-Closing Tax Contest in the time and manner set forth in Section 7.9(c)(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 Shareholder would be required to indemnify Parent under Section 12.2(bprovide indemnification pursuant to this Agreement, (A) unless Buyer shall keep the Shareholder reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (iB) the Holder Representative consents Shareholder may participate (and retain separate co-counsel at its sole cost and expense to participate) in writingthe 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 conferences relating thereto, and (C) Buyer will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such settlement or concession, Tax items in the Other Tax Contest without the prior written consent of the Shareholder (which consent will shall not be unreasonably withheld, conditioned conditioned, or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed).

Tax Contests. The Parent After the Closing Date, Parent, the Company and the Stockholders’ Representative, respectively, shall promptly notify inform the Holder Representative other party in writing of the commencement of any matter which may give rise claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes of the Company with respect to a claim for indemnification against pre-closing Tax period or Straddle Period (“Tax Contest”). After the Holders Closing Date, Parent shall have the exclusive right to represent the interests of Parent in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matterany and all Tax Contests; provided, however, that failure of the Parent to give the Holder Stockholders’ Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies to employ counsel at its own expense (which shall be deemed reimbursable expenses under Section 9.10) of any written correspondence from or its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation to the relevant Tax Authority with respect to extent that any such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes result in a Tax indemnification liability of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayedStockholders pursuant to this Agreement. In cases where the event that Parent proposes to compromise or settle any Tax Contest is jointly controlledContest, neither party may settle or concedeconsent or agree to any Tax liability, either administratively relating to the Company that would result in an indemnity payment by the Stockholders, the Stockholders’ Representative shall have the right to review such proposed compromise, settlement, consent or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent agreement. Parent shall not be unreasonably withheld, conditioned agree or delayed. In no event shall the Parent be entitled consent to compromise or settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes on a basis that would result in a Tax liability of the Company for which a pre-closing Tax period or liability of the Holders are required to indemnify Parent under Section 12.2(b) Stockholders for indemnification unless (i) the Holder Stockholders’ Representative consents (in writing) to such settlement settlement, compromise or concession, which consent will not be unreasonably withheld, conditioned or delayed delayed, or (ii) the Parent agrees shall have agreed in writing to waive its right to be indemnified accept responsibility and liability for the issue being conceded or settledpayment of such Taxes and to forego any indemnification under this Agreement with respect to such Taxes. In the event of a any conflict or overlap between the provisions of this Section 8.4 6.3(d) and Article XIISection 9.4, the provisions of this Section 8.4 6.3(d) shall controlgovern.

Tax Contests. The Parent shall promptly (a) Vista or Spinco, as applicable, shall, within 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 Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice other Party of such matter; provided, however, that 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 of the Parent by an Indemnitee to give the Holder Representative notice as provided herein will in this Section 3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Holders of their Indemnifying Party’s indemnification obligations under Section 12.2 (b)this Agreement, except as to the extent that the Holders are materially Indemnifying Party shall have been actually prejudiced by such failure. (b) Vista shall have the Parent’s failure exclusive right to give such prompt notice. The Holder Representative control the conduct and settlement of any Tax Contest, other than (i) a Transaction Tax Contest (which shall be entitled to manage, conduct governed by Section 3.04(c)) and control any (ii) a Tax audits, examinations, appeals, litigation, or other Tax proceedings Contest relating to a Spinco Tax items and issues of the Company for Return (which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”shall be exclusively controlled by Spinco), unless relating to 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 arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall (i) keep the Indemnifying Party reasonably informed of the Surviving Entity in progress of such Tax Contest and (ii) not accept or enter into any taxable period or portion thereof ending after settlement without the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event . (c) Vista shall have the Parent be entitled exclusive right to settle or concede, either administratively or after control the commencement conduct and settlement of litigation, any Transaction Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless Contest; provided that (i) Vista shall keep Spinco reasonably informed of the Holder Representative consents progress of any Transaction Tax Contest, (in writingii) Vista shall not accept or enter into any settlement relating to such settlement or concessionany Transaction Tax Contest without the consent of Spinco, which consent will shall not be unreasonably withheld, conditioned or delayed or delayed, and (iiiii) Spinco shall have the Parent agrees to waive its right to be indemnified for the issue being conceded attend any formally scheduled meetings with any Taxing Authority or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XIIhearings or proceedings before any judicial authority, the provisions of this Section 8.4 shall controlin each case with respect to any Transaction Tax Contest.

Tax Contests. The Parent Buyer shall promptly notify the Holder Representative in writing upon receipt by it (or by the Acquired Companies) of written notice from any Governmental Authority of the commencement of any matter which may give rise examination or audit with respect to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company Acquired Companies for which the Holders Sellers are required reasonably likely to indemnify Parent incur an indemnification obligation under Section 12.2(b) Article IX (each, a “Tax Contest”); provided that any failure to provide such notification shall not affect Sellers’ liability under Article IX unless (and only to the extent that) Sellers are actually and materially prejudiced thereby. The Representative may, unless at the Sellers’ sole cost and expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Contest arises in a proceeding that also involves relates solely to any Pre-Closing Tax items or issues Period, and the Representative provides Buyer with written notice of its intent to control such Tax Contest within ten (10) days of receipt of Buyer’s notice of such Tax Contest. If the Representative assumes such defense, then the Representative will have the authority, with respect to any Tax Contest, to represent the interests of the Parent or any of its Affiliates other than the Acquired Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control subject to the Tax Contest. In any event, at the Parent shall sole cost and expense of the Sellers, before the relevant Governmental Authority and the Representative will have the right to participate incontrol the defense, compromise or other resolution of any such Tax Contest, subject to the limitations contained herein, including responding to inquiries, and consult with contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Contest. Buyer will have the Holder Representative regarding, any Tax Contest described right (but not the duty) to participate in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed defense of material developments in such Tax Contest and provide to employ counsel, solely at its own expense, separate from the Parent with copies counsel employed by the Representative. The Representative will not enter into any settlement of or otherwise compromise any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the ParentBuyer, which consent will not be unreasonably withheld, conditioned or delayed. In cases where The Representative will keep Buyer reasonably informed with respect to the commencement, status and nature of any such Tax Contest is jointly controlledand will, neither party may settle in good faith, allow Buyer to consult with the Representative regarding the conduct of or concedepositions taken in any such proceeding. For all Tax Contests other than those controlled by the Representative, either administratively (a) Buyer will keep the Representative reasonably informed with respect to the commencement, status and nature of any such Tax Contest and will, in good faith, allow the Representative to consult with Buyer regarding the conduct of or positions taken in any such proceeding and (b) Buyer will not (and will cause its Affiliates including, after the commencement Closing Date, the Acquired Companies to not) enter into any settlement of litigation, or otherwise compromise any such Tax Contest without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concessionRepresentative, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The Parent shall promptly notify (i) If any Governmental Authority issues to the Holder Representative in writing Company a notice of deficiency, or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company, either (1) for any matter which may Pre-Closing Tax Period or Straddle Period; (2) that could give rise to a claim liability for indemnification against which the Holders Seller is responsible under this Agreement; or (3) that could adversely affect the Tax liability of the Seller for any taxable period, then the Buyer shall notify the Seller of its receipt of such communication from the Governmental Authority within 10 days of receipt and provide the Seller with copies of all correspondence and other documents received from the Governmental Authority. The Buyer shall control any audit or other proceeding in respect of any Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any or Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues Returns of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”); provided, unless such however, the Seller, at its sole cost and expense, shall (x) have the right to control (including the settlement or resolution thereof and the selection of counsel) any Tax Contest arises in to the extent it relates to income Taxes for a proceeding that also involves Pre-Closing Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative Period; and the Parent shall jointly control the Tax Contest. In any event, the Parent shall (y) have the right to participate in, and consult with the Holder Representative regarding, in any other Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expenseabove (a “Covered Tax Contest”). The Buyer shall not, and shall not allow the Holder Representative shall keep the Parent reasonably informed of material developments in such Company to, settle, resolve, or abandon any Covered Tax Contest and provide without the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, Seller (which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned delayed, or delayed. In no event conditioned). (ii) If the Seller elects to control an income Tax Contest for a Pre-Closing Tax Period as provided in Section 4.04(e)(i), (1) the Seller shall notify the Parent be entitled Buyer of such intent, (2) the Buyer shall promptly complete and execute, and promptly cause the Company to settle complete and execute, any powers of attorney or concedeother documents and take other reasonable actions that the Seller requests to allow the Seller to control such Tax Contest, either administratively or (3) prior to the Seller taking control, the Buyer shall, and shall cause the Company to, control such Tax Contest diligently and in good faith and after the commencement of litigationSeller takes control, any the Seller shall control such Tax Contest relating in good faith and (4) while it controls a Tax Contest, the Seller shall (A) keep the Buyer reasonably informed regarding the status of such Tax Contest, (B) allow the Buyer and the Company, at their expense, to Taxes for participate in such Tax Contest and (C) not settle, resolve, or abandon any such Tax Contest if such settlement, resolution, or abandonment would result in any Buyer Indemnified Party incurring any material Tax that the Seller is not obligated to pay or indemnify under this Agreement without the prior written consent of the Buyer (which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will shall not be unreasonably withheld, conditioned delayed, or delayed or conditioned). (iiiii) If the Seller elects to participate in a Tax Contest as provided in Section 4.04(e)(i), (1) the Parent agrees Seller shall notify the Buyer of such intent, (2) the Buyer shall control, or cause the Company to waive control, such Tax Contest diligently and in good faith, (3) the Buyer shall (and shall cause the Company to) promptly take all actions necessary to allow the Seller (and its right counsel) to be indemnified for fully participate in such Tax Contest and (4) if requested by the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XIISeller, the provisions Buyer shall settle (or cause the Company to settle) the Tax Contest on terms acceptable to the Governmental Authority and the Seller (provided that such settlement will not result in a Buyer Indemnified Party incurring any material Tax that the Seller is not required to pay under this Agreement). (iv) If the Seller does not control or participate in a Covered Tax Contest, (1) the Buyer shall cause the Company to control such Tax Contest diligently and in good faith; (2) the Buyer shall keep the Seller reasonably informed regarding the status of such Tax Contest; and (3) if requested by the Seller, the Buyer shall settle (or cause the Company to settle) the Tax Contest on terms acceptable to the applicable Governmental Authority and the Seller (provided that such settlement will not result in any Buyer Indemnified Party incurring any material Taxes that the Sellers are not required to pay under this Section 8.4 shall controlAgreement).

Tax Contests. The Parent If, subsequent to the Closing, Buyer or the Company receives notice of a Tax Contest relating to Taxes of the Company that relates to a Pre-Closing Tax Period, then within five days after receipt of such notice, Buyer shall promptly notify the Holder Sellers’ Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matternotice; provided, however, that any failure on the part of Buyer to so notify the Sellers’ Representative shall not limit any of the Parent obligations of the Sellers under Article VII (except to give the Holder extent such failure prejudices the defense of such Tax Contest). Sellers’ Representative notice as shall have the right, but not the obligation, to control the conduct and resolution of any Tax Contest that relates to any taxable period that ends on or before the Closing Date, including any settlement or compromise thereof; provided, that if the Sellers’ Representative exercises its right to control the Tax Contest Sellers’ Representative shall keep the Buyer reasonably informed of all material developments on a timely basis and provided herein further that the Buyer will not relieve be entitled to participate in the Holders defense of their indemnification obligations under Section 12.2 (b), except as such claim if and only to the extent that the Holders are materially prejudiced by resolution of the Parent’s failure Tax Contest would reasonably be expect to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any adversely impact the Taxes or Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues Returns of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items period beginning on or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any eventto employ counsel of its choice for such purpose, the Parent shall have fees and expenses of which separate counsel will be borne solely by Buyer. If and only to the right to participate in, and consult with the Holder Representative regarding, any extent that a settlement of a Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Sellers’ Representative pursuant to this paragraph and which could would reasonably be expected to increase any Taxes of subject the Surviving Entity in any taxable period Buyer or portion thereof ending after the Closing DateCompany to a non-indemnified Tax, may only be with the written consent of the Parent, which consent will Sellers’ Representative shall not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). In no event Buyer shall have the Parent right and obligation to control the conduct and resolution of any Tax Contest that relates to a Straddle Period or that is not controlled by the Sellers’ Representative, including any settlement or compromise thereof; provided, that Buyer shall keep the Sellers’ Representative reasonably informed of all material developments on a timely basis provided further that the Sellers’ Representative will be entitled to settle or concede, either administratively or after participate in the commencement defense of litigation, any such Tax Contest relating and to Taxes employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Sellers. Neither Buyer nor the Holders are required to indemnify Parent under Section 12.2(b) unless Company shall settle a Tax Contest that Buyer controls without the prior written consent of the Sellers’ Representative (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will shall not be unreasonably withheld, conditioned or delayed or (ii) if such settlement would impact the Parent agrees to waive its right to be indemnified for Sellers). To the issue being conceded or settled. In the event of a conflict between the extent any provisions of in Section 7.6 are inconsistent with this Section 8.4 and Article XII6.8(c) with respect to any Third-Party Claim that relates to Taxes, the provisions of this Section 8.4 6.8(c) shall control.

Tax Contests. The Parent (a) Each of the Blocker Corp Representatives and BNL OP shall promptly notify the Holder Representative other in writing within thirty (30) calendar days of any matter which may give rise to a claim for indemnification against the Holders in respect receipt of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedany pending or threatened Tax examination, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, audit or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) administrative or judicial proceeding (each, a “Tax Contest”)) that could reasonably be expected to result in an indemnification obligation under this Agreement pursuant to Section 6.20. If the recipient of such notice of a Tax Contest fails to provide such notice to the other party, unless it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest arises in a proceeding Contest, but only to the extent, if any, that also involves Tax items such failure or issues of delay shall have materially and adversely affected the Parent indemnifying party’s ability to defend against, settle, or satisfy any Action against it, or any of damage, loss, claim or demand for which the indemnified party is entitled to indemnification pursuant to Section 6.20. (b) If a Tax Contest relates solely to the Pre-Closing Tax Period, the applicable Blocker Corp Representative shall, at its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Datesole cost and expense, in which case the Holder Representative and the Parent shall jointly control the defense and settlement of such Tax Contest. In any event, the Parent BNL OP shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably be kept fully informed of any material developments in such Tax Contest and provide the Parent with receive copies of any written all correspondence from or and shall have the right to observe the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition conduct of any Tax Contest (whether administratively through attendance at meetings or after otherwise) at its own expense, including through its own counsel and other professional experts, and BNL OP shall have the commencement right to review in advance and comment upon all submissions made in the course of litigation)such Tax Contest, which is controlled by and the Holder applicable Blocker Corp Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity shall take into account, in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigationgood faith, any such comments. (c) If such Tax Contest without does not relate solely to the written consent Pre-Closing Tax Period, BNL OP shall control the defense and settlement of such Tax Contest. The applicable Blocker Corp Representative shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Tax Contest (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other partyprofessional experts, and the applicable Blocker Corp Representative shall have the right to review in advance and comment upon all submissions made in the course of such Tax Contest, and BNL OP shall take into account, in good faith, any such comments. The applicable Blocker Corp Representative shall have the right to approve the disposition of such Tax Contest, which consent approval shall not be unreasonably withheld, conditioned conditioned, or delayed. In no event shall If BNL does not assume the Parent be entitled defense of any such proceeding, the applicable Blocker Corp Representative may defend the matter in a manner it considers appropriate including settling such contest. (d) With respect to settle any audit of a Pre-Closing Tax Period of BRE or concedeany of its Subsidiaries to which Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.), either administratively or after as enacted by the commencement Bipartisan Budget Act of litigation2015, any Tax Contest relating to Taxes for which similar state and local provisions, and any Treasury Regulations and other guidance promulgated thereunder (the Holders are required to indemnify Parent “BBA Audit Rules”) applies, BRE or such Subsidiary, as applicable, shall make an election under Section 12.2(b) unless (i) 6226 of the Holder Representative consents (in writing) Code. Neither BRE nor any Subsidiary thereof shall elect to such settlement or concessionapply the BBA Audit Rules to a taxable year beginning before January 1, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control2018.

Tax Contests. The Parent (a) If the Buyer or any of its Affiliates receives notice of a Tax audit, controversy or other proceeding relating to the Company (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall promptly notify the Holder Representative Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in writing reasonable detail and shall include copies of any matter which may give rise to a claim for indemnification against the Holders notice or other document received from any taxing authority in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any such matter; provided, however, that Tax Contest A failure of by the Parent Buyer to give the Holder Representative such notice as provided herein will shall not relieve the Holders of their affect Xxxxx’s right to indemnification obligations under Section 12.2 (b), hereunder except as to the extent that the Holders are Seller is materially prejudiced by thereby. (b) In the Parent’s failure case of a Tax Contest that relates to give a taxable period ending on or before the Closing Date, the Seller shall have the 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 the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of such prompt noticeTax Contest. The Holder Representative 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 be entitled to manageassume control of such Tax Contest. and Xxxxx shall not compromise, conduct and control settle or resolve any Tax auditsContest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, examinations, appeals, litigation, delayed or other Tax proceedings relating to Tax items and issues conditioned (such rights of the Company for which Seller, the Holders are required “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates to indemnify Parent under Section 12.2(b) a Straddle Period (each, a “Tax Straddle Period Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Buyer shall have the right to participate in, and consult with the Holder Representative regarding, any Tax control such Straddle Period Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or subject to the relevant Tax Authority with respect to Seller’s Rights. The Buyer shall not settle or compromise such Tax Contest. Any settlement or other disposition of any Tax Straddle Period Contest (whether administratively or after without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlconditioned.

Tax Contests. The Parent shall promptly notify (i) If, following the Holder Representative in writing Closing Date, Buyer receives written notice of any matter which may give rise Tax Contest relating to the Company or its Subsidiaries with respect to a claim for indemnification against the Holders Pre-Closing Tax Period or in respect of Taxes which Seller Parent may have any Liability, including pursuant to Section 12.2(bthis Agreement, Buyer shall promptly provide a copy of such notice to Seller Parent. Except with respect to any Tax Contest dealing with a Straddle Tax Period or any Consolidated Group Tax Return of Buyer or its Affiliates, Seller Parent shall have the right, but not the obligation, at Seller Parent’s expense, to control, manage and be responsible for, and to contest or settle, any such Tax Contest in connection with such notice. Buyer may participate in such Tax Contest at its own expense. Seller Parent shall keep Buyer informed of the progress of all such Tax Contests and provide copies of all written communications with any Taxing Authority related to such Tax Contests. (ii) upon receiving If, following the Closing Date, Seller Parent receives written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as any Tax Contest relating to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than Subsidiaries, Seller Parent shall promptly provide a copy of such notice to Buyer. If such Tax Contest relates solely to a Pre-Closing Tax Period (not a Straddle Period), then Seller Parent shall have the Company right, but not the obligation, at Seller Parent’s expense, to control, manage and be responsible for, and to contest or that also involves settle, any such Tax items or issues Contest in connection with such notice. Buyer may participate in such Tax Contest at its own expense. Seller Parent shall keep Buyer informed of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative progress of all such Tax Contests and the Parent shall jointly control the provide copies of all written communications with any Taxing Authority related to such Tax Contest. In any event, the Parent Contests. (iii) Buyer shall have the right to participate incontrol, manage and be responsible for, and consult with to contest or settle (in its sole discretion) all other Tax Contests relating to the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in Company or its Subsidiaries. If such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority is with respect to such a Straddle Tax Contest. Any settlement or other disposition of Period, Seller Parent may participate at its own expense; provided that Buyer may not settle any claims with respect to a Straddle Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the Period without Seller Parent’s prior written consent of the Parent, which consent will (not to be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control).

Tax Contests. The Parent Purchaser or the Company, on the one hand, and the Seller Representative on behalf of the Sellers, on the other hand, shall promptly notify the Holder Representative in writing each other within ten (10) days of either (a) their receipt of any matter which may give rise notice of any Tax audit, assessment, adjustment, examination or proceeding with respect to Taxes relating to a claim for indemnification against taxable period ending on or prior to the Holders in respect Closing Date or to a Straddle Period (“Tax Contest”) or (b) their receipt of Taxes pursuant to Section 12.2(b) upon receiving a written notice threatening any Tax Contest, in either case relating in whole or in part to Taxes for which any of the Purchaser Indemnified Parties may be entitled to indemnification from the Sellers hereunder. Purchaser shall have the right (at its expense, provided that the Sellers shall bear the expense of any third-party advisors engaged in connection therewith, which advisors shall be mutually agreeable to Purchaser and the Seller Representative) to control the conduct and resolution of any such matterTax Contests with respect to the Company; provided, however, that failure of the Parent to give the Holder Seller Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right (at its expense) to participate in, and consult with in the Holder Representative regarding, any conduct of such Tax Contest described in this paragraph that may affect (including the Surviving Entity for any periods ending after right to receive copies of all related correspondence, the Closing Date at the Parent’s own expenseright to review and comment to all responses, protests and other submissions, and the Holder right to attend meetings with any Tax authority) as long as the Seller Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or delivers to the relevant Tax Authority Purchaser the Seller Representative’s written acknowledgment of the Sellers’ obligation to indemnify the Purchaser Indemnified Parties with respect to such Tax Contest. Any Notwithstanding any failure of the Seller Representative to exercise such right, Purchaser shall keep the Seller Representative reasonably informed of all developments on a timely basis and Purchaser shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the Company, which settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which compromise could reasonably be expected to increase any adversely affect the Sellers’ liability for indemnification for Taxes of hereunder, without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, Seller Representative (which consent will may not be unreasonably withheld, conditioned withheld or delayed). In cases where The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after to the commencement of litigation, any extent that such Tax Contest without could affect a liability of such other parties (including indemnity obligations hereunder). To the written consent extent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 8.5 and Article XIISection 9.4, the provisions of this Section 8.4 8.5 shall controlgovern.

Tax Contests. The Unless Parent has previously received written notice from the Equityholders Representative of the existence of any Tax Contest (as defined below), Parent shall promptly notify the Holder Equityholders Representative in writing of any matter which may give rise inquiries, claims, assessments, audits or similar events with respect to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent Equityholders may be liable under Section 12.2(b) this Agreement (eachsuch inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, unless however, that no failure to give such Tax Contest arises in a proceeding notice shall relieve the Equityholders of any liability hereunder except to the extent, if any, that also involves Tax items or issues the rights of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority Equityholders with respect to such Tax ContestContest are materially actually prejudiced thereby. Any settlement Parent shall have the authority to represent the interests of the Company and shall have control of the defense, compromise or other disposition resolution of any Tax Contest; provided, however, that to the extent a Tax Contest relates solely to a Pre-Closing Tax Period, Parent (whether administratively or after i) will keep the commencement Equityholders Representative reasonably informed concerning the progress of litigation)such Tax Contest, which is controlled by (ii) will provide the Holder Equityholders Representative pursuant copies of all material correspondence and other material documents relevant to this paragraph such Tax Contest, and which could reasonably be expected to increase any Taxes of (iii) will not settle such Tax Contest without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the ParentEquityholders Representative, which consent will not be unreasonably withheld, conditioned or delayed. In cases where If the Tax Contest is jointly controlledEquityholders Representative does not provide a response rejecting or consenting to a written settlement request within 10 business days of receipt of such a written request from Parent, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall be deemed to have been given. Notwithstanding anything to the contrary in Section 9.5, this Section 6.6(b) and not be unreasonably withheld, conditioned or delayed. In no event Section 9.5 shall govern the Parent be entitled to settle or concede, either administratively or after the commencement conduct of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlContest.

Tax Contests. The (a) Parent shall promptly notify agrees to give prompt written notice to the Holder Stockholders’ Representative in writing if Parent or any Parent Indemnified Party receives any communication or notice with respect to any 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 Holdings, the Company or any of its Subsidiaries (including any administrative or judicial review of any matter which may give rise to a claim for refund) for which any Stockholder or any Option Holder may be required to provide indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) this Agreement (each, a “Tax Contest”), unless such . (b) The Stockholders’ Representative shall have the right to control and defend (at the Stockholders’ sole cost and expense) the conduct of any Tax Contest arises in covering any Tax period ending on or before the Closing Date (each, a proceeding “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, however, that also involves Tax items or issues (A) the Stockholders’ Representative shall keep Parent reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, (B) Parent may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to the extent the circumstances allow, having an opportunity to review any written materials prepared in connection with the Pre-Closing Tax Contest and the right to attend any conferences relating thereto, and (C) the Stockholders’ Representative 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 without the prior written consent of its Affiliates Parent (such consent not to be unreasonably withheld, conditioned, or delayed), provided that it shall not be deemed unreasonable to withhold consent if any such order, ruling, decision, or other than similar determination or finding could reasonably be expected to result in an increase in post-Closing Taxes or a reduction in post-Closing Tax attributes of Holdings, the Company or that also involves Tax items or issues its Subsidiaries) with all such determinations made in a manner consistent with Section 6.01(b), unless the Stockholders’ Representative (on behalf of the Surviving Entity for taxable periods ending after the Closing DateStockholders) agrees, in which case a manner reasonably satisfactory to the Holder Representative and Parent, to indemnify the Parent shall jointly control the Tax Contest. In any event, the in full for such adverse effect. (c) Parent shall have the right to participate in, control and consult with the Holder Representative regardingdefend any Tax Contest covering any Straddle Period, any Tax Contest described that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Stockholders’ Representative has the right to control and defend such Pre-Closing Tax Contest as contemplated by Section 6.04(b) but has elected in writing not to do so (an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, however, that with respect to any Tax items in the Other Tax Contest for which the resulting Tax liability the Stockholders would be required to provide indemnification pursuant to this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expenseAgreement, and the Holder Representative (A) Parent shall keep the Parent Stockholders’ Representative reasonably informed regarding the progress and substantive aspects of material developments such Tax items in the Other Tax Contest, (B) the Stockholders’ Representative may retain separate co-counsel at the Stockholders’ sole cost and expense and participate in the defense of such Tax items in the Other Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and provide the right to attend and participate in any conferences relating thereto, and (C) Parent with copies will not settle or consent to the entry of any written correspondence from order, ruling, decision, or to the relevant Tax Authority other similar determination or finding with respect to such Tax Contest. Any settlement or other disposition of any items in the Other Tax Contest (whether administratively or after without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which Stockholders’ Representative (such consent will not to be unreasonably withheld, conditioned conditioned, or delayed. In cases where ) provided that it shall not be deemed unreasonable to withhold consent if any such order, ruling, decision, or other similar determination or finding results in an increase in Taxes for any Tax period (or portion thereof) ending on or prior to the Closing Date (determined in a manner consistent with Section 6.01(b)) or a reduction in Tax Contest is jointly controlledattributes of Holdings, neither party may settle the Company or concede, either administratively or after the commencement of litigation, its Subsidiaries with respect to any such Tax Contest without the written consent of the other partyperiod (or portion thereof), which consent shall not be unreasonably withheldwith all such determinations made in a manner consistent with Section 6.01(b), conditioned or delayed. In no event shall unless the Parent be entitled agrees, in a manner reasonably satisfactory to settle or concedethe Stockholders’ Representative, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (Stockholders and Option Holders in writing) to full for such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controladverse effect.

Tax Contests. The (a) If written notice of any inquiry, assessment, audit, contest, action, suit, investigation, examination, litigation or other similar proceeding with respect to Taxes (a “Tax Contest”) shall be made in writing by a Governmental Authority to any of the Parent Indemnified Parties (including the Company or any of its Subsidiaries) that, if successful, might result in an indemnity payment pursuant to Section 10.6, Parent shall promptly notify the Holder Stockholders’ Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matterTax Contest; provided, however, that failure if notice of the Parent a Tax Contest is not given to give the Holder Stockholders’ Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)sufficiently promptly then, except as solely to the extent that the Holders Stockholders and Optionholders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative as a result thereof, Parent shall not be entitled to manage, conduct indemnification pursuant to Section 10.6. (b) Stockholders’ Representative (at the sole cost and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues expense of the Company for which Stockholders and Optionholders) shall have the Holders are required right to indemnify Parent under Section 12.2(b) (each, control all Tax Contests and may make any decisions in connection with a “Tax Contest”), unless such Tax Contest arises in related to a proceeding that also involves Tax items taxable period ending on or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after before the Closing Date, in which case provided that: (i) Stockholders’ Representative provides written notice of its intent to assume the Holder Representative and defense of such claim within ten (10) Business Days of the receipt of the notice required under Section 10.3(a), (ii) the Parent shall jointly control Indemnified Parties may at their own expense fully participate in the proceedings related to such Tax Contest, (iii) Stockholders’ Representative shall keep the Parent Indemnified Parties timely informed with respect to the commencement, status and nature of such Tax Contest, (iv) Stockholders’ Representative shall act in good faith to timely and diligently resolve such Tax Contest and shall in good faith consider any reasonable comments proposed by the Parent Indemnified Parties that are related to the defense of such Tax Contest, and (v) Stockholders’ Representative shall not settle, compromise or dispose of such Tax Contest in a manner that may adversely affect the Parent Indemnified Parties after the Closing Date without the prior written consent of the Parent Indemnified Parties, such consent not to be unreasonably withheld. In any eventthe event Stockholders’ Representative has not assumed the defense of such Tax Contest (at the sole cost and expense of the Stockholders and Optionholders) by providing the notice set forth in (i), above, the Parent Indemnified Parties may assume the defense of any such Tax Contest and may defend the same in such manner as it may reasonably deem appropriate, provided that Parent Indemnified Parties shall not settle, compromise or dispose of such Tax Contest to the extent it would increase the indemnification obligations of the Stockholders and Optionholders pursuant to Section 10.6 hereof without the prior written consent of the Stockholders’ Representative, such consent not to be unreasonably withheld. (c) Parent shall have the right to participate in, control all proceedings and consult may make any decisions in connection with the Holder Representative regarding, any Tax Contest described related to a Straddle Period, provided, however, that if the adverse determination of such claim would be grounds for a claim for indemnity pursuant to Section 10.6 hereof, (i) the Stockholders’ Representative may at its expense (on behalf of the Stockholders and Optionholders) fully participate in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expenseproceedings related to such Tax Contest, and the Holder Representative (ii) Parent shall keep the Parent reasonably informed of material developments act in good faith to timely resolve such Tax Contest and provide the Parent with copies of shall in good faith consider any written correspondence from or reasonable comments related to the relevant Tax Authority with respect to defense of such Tax Contest. Any settlement Contest proposed by the Stockholders’ Representative, and (iii) Parent shall not settle, compromise or other disposition dispose of any such Tax Contest (whether administratively or after to the commencement of litigation), which is controlled by the Holder Representative extent it would materially increase indemnification obligations pursuant to this paragraph and which could reasonably be expected to increase any Taxes of Section 10.6 hereof without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the ParentStockholders’ Representative, which such consent will not to be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent (a) Seller and Purchaser shall promptly notify provide prompt notice to the Holder Representative in writing other of any matter pending or threatened Contest of which may give rise it becomes aware related to a claim Taxes for indemnification against any taxable period for which it is indemnified by the Holders other Party hereunder. Such notice shall contain factual information (to the extent 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 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 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 12.2(b) upon receiving written notice 7.6 hereof shall be reduced by the amount of such matterdetriment. (b) Seller or its designee shall have the right to represent the Conveyed Companies' interests in any Contest relating to a Tax matter arising with respect to a Pre-Closing Period or with respect to the Purchased Assets to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1(a) or (c) 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 that Seller shall keep Purchaser fully and promptly informed of all matters pertaining to any such Contest and provide Purchaser with copies of all correspondence (and notes or other written records of telephone conversations or meetings) with any Taxing Authority in relation to such Contest and shall not make any settlement or compromise of the Contest or agree to any matter in the conduct of the Contest that is likely to increase the amount of any Taxes payable by, or the future liability for Taxes of, Purchaser, any Conveyed Company, or any Affiliate thereof without the prior written approval of Purchaser (such approval not to be unreasonably withheld, delayed or conditioned). (c) Purchaser shall have the right to control the conduct of any Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company pursuant to Section 7.5(b); provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Seller shall have the right to participate inright, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the ParentSeller’s own expense, to consult with Purchaser regarding 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 the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of provided, further, that any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax such Contest (whether administratively that may affect a Conveyed Company for any Pre-Closing Period or after the commencement any portion of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof a Straddle Period ending after on the Closing Date, Date may only be made with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. (d) Seller and Purchaser agree, in each case at no cost to the other Party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. In no event Such cooperation shall include, but not be limited to, making available to the Parent 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 books, records and files. (e) Where there is a dispute with a Taxing Authority regarding liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation hereunder, Purchaser shall, or shall cause its Affiliates or the appropriate Conveyed Company to, as the case may be, at the request of Seller, pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the Affiliate or the Conveyed Company, as applicable, shall be entitled reimbursed by Seller in a manner to settle or concedebe agreed upon by the Parties at such time as Seller makes such request. (f) For the avoidance of doubt, either administratively or after Seller shall have exclusive right to control the commencement conduct of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event any Income Tax of a conflict between the provisions of this Section 8.4 and Article XIISeller, the provisions of this Section 8.4 shall controlEquity Selling Entity, and the Asset Selling Entities.

Tax Contests. The After the Closing Date, Parent shall promptly notify the Holder Stakeholder Representative in writing within thirty (30) days of the commencement of any matter which may give rise Tax Claim, 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 indemnification against the Holders Escrow Fund under Article VII. Such notice shall contain factual information describing any asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of Taxes pursuant any such asserted Tax Claim. Thereafter, Parent shall deliver to Section 12.2(bthe Stakeholder Representative, as promptly as possible but in no event later than thirty (30) upon receiving written notice days after the Parent's receipt thereof, copies of all relevant notices and documents (including court papers) received by the Parent. In the case of any Tax Claim relating to any Tax period ending on or before the Closing Date, that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim against the Escrow Fund under Article VII, the Stakeholder Representative shall have the right to control the conduct of such matterTax Claim and shall have the right to settle such Tax Claim without the consent of any other party; provided, however, that failure of any settlement would not have, individually or in the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)aggregate, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of a Material Adverse Effect on the Company for which and its Subsidiaries after the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues Closing Date and the portion of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods Straddle Period ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, case of any Tax Contest described Claim relating to the Taxes of any Straddle Period, Parent and Stakeholder Representative may each participate in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date audit or proceeding at the Parent’s their own expense, and the Holder Representative audit or proceeding shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is be controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes Parent or the Stakeholder, whichever would bear the burden of the Surviving Entity in any taxable period or greatest portion thereof ending after the Closing Date, may only be with the written consent of the Parentadjustment; provided, which consent will however, that the party controlling the Straddle Period Tax Claim shall not be unreasonably withheld, conditioned settle such audit or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest proceeding without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event case of any Tax Claim relating to the Taxes of any Post-Closing Period, Parent shall have the right to control the conduct of such Tax Claim and shall have the right to settle such Tax Claim without the consent of any other party; provided, however, that any settlement would not have a conflict between Material Adverse Effect on the provisions of this Company and its Subsidiaries for a Pre-Closing Period pursuant to which Parent is entitled to make a claim on the Escrow Fund under Section 8.4 and Article XII, the provisions of this Section 8.4 shall control5.12(a).

Tax Contests. The Parent shall promptly notify the Holder Representative in writing upon receipt by Parent, the Company or any of its Subsidiaries of notice in writing of any matter which may audit or other administrative proceeding or inquiry or judicial proceeding involving Taxes that could reasonably be expected to give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b11.2(a) (each, a “Tax Contest”), unless provided that the failure of the notified party to give any other party notice as provided herein shall not relieve such other party of its indemnification obligations under Article XI except to the extent that such other party is actually prejudiced thereby. To the extent such Tax Contest arises could not reasonably be expected to affect any Tax period (or the portion thereof in the case of a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending Straddle Period) beginning after the Closing Date, in which case the Holder Representative shall have the right to control, conduct and the Parent shall jointly control the settle any such Tax Contest; provided that the Representative notifies Parent in writing that the Representative will so control and conduct such Tax Contests, and provided, further, that the Representative shall keep Parent reasonably informed of all material developments on a timely basis, shall provide to Parent copies of any written material correspondence received from the Taxing authority related to such Tax Contest, and shall permit Parent to participate in such Tax Contest (to the extent allowed by applicable Law). In any event, the Parent shall have the right to participate in, control and consult with the Holder Representative regarding, conduct any other Tax Contest (including any Tax Contest described in this paragraph with respect to which the Representative does not exercise the Representative’s right to control, conduct and settle), provided that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative Parent shall keep the Parent Representative reasonably informed of all material developments on a timely basis, shall provide to the Representative copies of any written material correspondence received from the Taxing authority related to such Tax Contest, shall permit the Representative to participate in such Tax Contest and provide the Parent with copies of any written correspondence from or (to the relevant Tax Authority with respect to extent allowed by applicable Law), and shall not settle any such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which if such settlement could reasonably be expected to increase any Taxes of give rise to a claim for indemnification under Section 11.2(a)) without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which Representative (such consent will not to be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled). In the event of a any conflict or overlap between the provisions of this Section 8.4 10.9 and Article XIISection 11.3, the provisions of this Section 8.4 10.9 shall control.

Tax Contests. The Parent shall promptly notify (i) Buyer agrees to give prompt written notice to the Holder Sellers’ Representative in writing if it or any Buyer Indemnified Person receives any communication or notice with respect to any 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 or any Company Subsidiary (including any administrative or judicial review of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(brefund) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are Sellers may be required to indemnify Parent under Section 12.2(b) provide indemnification pursuant to this Agreement (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder . (ii) The Sellers’ Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, control and consult with defend the Holder Representative regarding, conduct of any Tax Contest described in this paragraph that may affect the Surviving Entity for covering any periods Tax period ending after on or before the Closing Date at (a “Pre-Closing Tax Contest”) with counsel (including, for the Parent’s own expenseavoidance of doubt, and accountants) of its choice, provided, that (A) the Holder Sellers’ Representative shall keep the Parent Buyer reasonably informed regarding the progress and substantive aspects of material developments the Pre-Closing Tax Contest, (B) Buyer may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to the extent the circumstances allow, having an opportunity to review any written materials prepared in such connection with the Pre-Closing Tax Contest and provide the Parent with copies right to attend any conferences relating thereto, and (C) the Sellers’ Representative will not settle or consent to the entry of any written correspondence from order, ruling, decision, or to the relevant Tax Authority other similar determination or finding with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Pre-Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In no event ). (iii) Buyer shall have the Parent be entitled right to settle or concede, either administratively or after the commencement of litigationcontrol and defend any Tax Contest covering any Straddle Period, any Tax Contest relating to Taxes that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Holders are Sellers’ Representative has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 7.7(g)(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 Sellers would be required to indemnify Parent under Section 12.2(bprovide indemnification pursuant to this Agreement, (A) unless Buyer shall keep the Sellers’ Representative reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (iB) the Holder Sellers’ Representative consents may retain separate co-counsel at its sole cost and expense and participate in the defense of such Tax items in the Other Tax Contest, including 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 conferences relating thereto, and (in writingC) Buyer will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such settlement or concession, Tax items in the Other Tax Contest without the prior written consent of the Sellers’ Representative (which consent will shall not to be unreasonably withheld, conditioned conditioned, or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed).

Tax Contests. The Parent If a claim is made by any Taxing Authority, that, if successful, might result in an indemnity payment to an Indemnified Person pursuant to Article VIII, then such Indemnified Person shall promptly notify give notice to the Holder Representative Indemnifying Party in writing of such claim and of any matter which may counterclaim the Indemnified Person proposes to assert (a “Tax Claim”); provided, however, the failure to give rise such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a claim for indemnification against Pre-Closing Tax Period, the Holders Holders’ Representative shall, solely at the Holders’ cost and expense, control all proceedings in respect connection with such Tax Claim (including selection of Taxes pursuant to Section 12.2(b) upon receiving written notice of such mattercounsel); provided, however, that failure of the Parent to give the Holder Holders’ Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Datemust first consult, in which case the Holder Representative and the good faith with Parent shall jointly control the Tax Contest. In before taking any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority action with respect to the conduct of such Tax ContestClaim. Any settlement or other disposition of any Notwithstanding the foregoing, the Holders’ Representative shall not settle such Tax Contest (whether administratively or after Claim without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will shall not be unreasonably withheld, conditioned or delayed. In cases where , and Parent and counsel of its own choosing (at Parent’s cost) shall have the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, right to participate in all in-person meetings and written submissions made in connection with any such Tax Contest Claim if such Tax Claim could have a material adverse impact on the Taxes of the Surviving Company in a taxable period or portion thereof beginning after the Closing Date. Parent shall control all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning after the Closing Date; provided, however, that the Holders’ Representative shall have the right to participate in all in-person meetings and written submissions made in connection with such a Tax Claim that involves any Straddle Period or Pre-Closing Tax Period, and Parent shall not settle such Tax Claim without the prior written consent of the other partyHolders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In no event Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Claims shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of governed exclusively by this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control5.8.2.

Tax Contests. The Parent Purchaser shall promptly notify deliver a written notice to the Holder Representative Seller in writing of promptly following any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written demand, claim, or notice of such matter; providedcommencement of a claim, howeverproposed adjustment, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)assessment, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, examination or other Tax proceedings relating administrative or court proceeding with respect to Tax items and issues Taxes of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Seller may be liable (each, a “Tax Contest”), unless ) and shall describe in reasonable detail (to the extent known by Purchaser or the Company) the facts constituting the basis for such Tax Contest arises in a proceeding that also involves Tax items or issues Contest, the nature of the Parent or relief sought, and the amount of the claimed Losses, if any (the “Tax Claim Notice”). (i) With respect to Tax Contests for Taxes of its Affiliates other than the Company for a taxable period ending on or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after before the Closing Date, in which case the Holder Representative Seller may elect to assume and the Parent shall jointly control the defense of such Tax Contest by written notice to Purchaser within sixty (60) days after delivery by Purchaser to the Seller of the Tax Claim Notice. If the Seller elects to assume and control the defense of such Tax Contest, she (A) shall bear her own costs and expenses, (B) shall be entitled to engage her own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or sxx for refund where applicable Law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner, and Purchaser shall (and shall cause its Affiliates including the Company) to cooperate with the Seller in pursuing such Tax Contest (including by providing appropriate powers of attorney and executing any and all agreements, instruments and other documents that are necessary or appropriate in connection with the settlement or compromise of any Tax Contest). In If the Seller elects to assume the defense of any eventTax Contest, the Parent Seller shall keep Purchaser reasonably informed of all material developments and events relating to such Tax Contest, and Purchaser shall have the right to participate in, in (but not control) the defense of such Tax Contest at its own cost and consult expense. (ii) In connection with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect relates to Taxes of the Surviving Entity Company for any periods a taxable period ending after on or before the Closing Date at that the Parent’s own expenseSeller does not elect to control pursuant to Section 6.3(e)(i), and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest shall be controlled by Purchaser (at its own cost and provide expense) and the Parent Seller agrees to cooperate with copies Purchaser in pursuing such Tax Contest, provided, however, that none of Purchaser or its Affiliates (including the Company) shall enter into any written correspondence from settlement or to the relevant Tax Authority compromise with respect to any such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant that relates to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any Company for a taxable period ending on or portion thereof ending after before the Closing Date, may only be with Date without the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned or delayed. In no event connection with any Tax Contest that is described in this Section 6.3(d)(ii) and controlled by Purchaser, Purchaser shall keep the Parent Seller reasonably informed of all material developments and events relating to such Tax Contest and, at its own cost and expense, the Seller shall have the right to participate in (but not control) the defense of such Tax Contest. (iii) Purchaser and the Seller shall jointly control (at each party’s own cost and expense) all Tax Contests relating to Straddle Periods of the Company. The Parties agree to cooperate with each other in pursuing any such Tax Contest (including by Purchaser providing or causing to be entitled provided powers of attorney) and neither Purchaser nor the Seller shall (or shall permit any of their Affiliates including the Company) to settle or concede, either administratively or after the commencement of litigation, any a Tax Contest relating to Taxes for which a Straddle Period of the Holders are required to indemnify Parent under Section 12.2(b) unless (i) Company without the Holder Representative consents (in writing) to such settlement or concessionother Party’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The Parent shall promptly If the Company or any member Contributed Entity receives notice of any deficiency, proposed adjustment, assessment, audit, examination, inquiry, suit, dispute or other claim with respect to any Pre-Closing Taxes (a “Tax Claim”), the Company will cause such entity to notify the Holder Representative in writing within ten days of receipt of any matter which Tax Claim the Southcross Director and the BBTS Director, but the failure to so notify will not relieve the BBTS or Southcross, as applicable, of any liability it may give rise have under Section 10.1(b)(iii) or Section 10.2(b)(iii), except to the extent such Party has suffered actual and material prejudice thereby. With respect to any Tax Claim, the provisions of this Section 8.13(d) and not Section 10.4 or Section 10.5 shall apply. (i) the Southcross Director with respect to a claim Tax Claim attributable to SXE GP and any member of the SXE Group, or (ii) the BBTS Director with respect to a Tax Claim attributable to a member of the TexStar Group. With respect to any Tax Claim, the Controlling Person may either pay the Tax claimed and xxx for indemnification against a refund where applicable Law permits such refund suits or contest the Holders Tax Claim in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matterany permissible manner; provided, however, that failure of (A) the Parent to give Person, as between the Holder Representative notice as provided herein will Southcross Director and the BBTS Director, who is not relieve the Holders of their indemnification obligations under Section 12.2 (b), except Controlling Person as to a Tax Claim (the extent that the Holders are materially prejudiced by the Parent’s failure “Non-Controlling Person”) will be permitted to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless participate fully in all such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative Proceedings at such Person’s sole cost and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and Controlling Person will consult in good faith with the Holder Representative regarding, any Tax Contest described Non-Controlling Person in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, negotiation and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest Claim, and (whether administratively or after B) the commencement of litigation)Controlling Person will not, which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyNon-Controlling Person (which consent shall not be unreasonably withheld) settle or compromise any Tax Claim in any manner; provided, that to the extent that a Tax Claim relates to a Straddle Period, the Southcross Director and the BBTS Director will jointly have the right to control all Tax Proceedings taken in connection with any such Tax Claim and such Straddle Period Tax Claim will not settle or compromise such Straddle Period Tax Claim, without the written consent of both the Southcross Director and the BBTS Director, which consent consents shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The After the Closing, each of Parent and the Stockholders’ Agent shall promptly notify the Holder Representative other in writing of the proposed assessment or the commencement of any matter Tax audit or administrative or judicial proceeding or of any demand or claim, of which may give rise such party has been informed in writing by any Taxing Authority, with respect to a claim or on Parent or the Company which, if determined adversely to the taxpayer or after the lapse of time, could (x) be grounds for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b10.2 of this Agreement or (y) upon receiving written notice of such matterotherwise result in a Tax liability or material reduction in tax attributes with respect to a tax period beginning before Closing; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will so notify shall not relieve the Holders of their indemnification obligations under Section 12.2 (b), diminish such obligation to indemnify except as to the extent that of material prejudice. In the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any case of a Tax audits, examinations, appeals, litigation, audit or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) administrative or judicial proceeding (each, a “Tax Contest”) that relates solely to Pre-Closing Tax Periods, the Stockholders’ Agent shall have the sole right, at its expense (on behalf of the Participating Stockholders), unless to control the conduct of such Tax Contest; provided, that (i) the Stockholders’ Agent shall not settle, discharge, or otherwise dispose of any such Tax Contest arises in a proceeding that also involves Tax items without the prior written consent of Parent, which shall not be unreasonably withheld, conditioned, or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Datedelayed, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the (ii) Parent shall have the right to fully participate in, and consult with the Holder Representative regarding, in any such Tax Contest described in this paragraph that may affect at its own expense. Parent shall have the Surviving Entity for any periods ending after the Closing Date sole right, at the Parent’s its own expense, and to control the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition conduct of any Tax Contest that relates to a Straddle Period; provided, that (whether administratively A) the Parent shall not settle, discharge, or after the commencement otherwise dispose of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the prior written consent of the other partyStockholders’ Agent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed, and (B) Stockholders’ Agent shall have the right to fully participate in any such Tax Contest at its own expense (on behalf of the Participating Stockholders). In no event Parent shall control and shall have the right to discharge, settle, or otherwise dispose of all other Tax Contests. Parent be entitled and the Stockholders’ Agent agree to settle or concede, either administratively or after cooperate in the commencement defense of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlContest.

Tax Contests. The Parent shall (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment to any member of Buyer Indemnified Parties or the ChoicePoint Indemnified Parties pursuant to Section 9.7, the Indemnified Party will promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Indemnifying Party of such matterclaim (a "TAX CLAIM"); providedPROVIDED, howeverHOWEVER, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled notice will not affect the indemnification provided hereunder except to manage, conduct and control the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any Tax auditsClaim relating to Taxes and relating to a taxable period ending on or before the Effective Date or to any other taxable period in which the Company joined in filing any Consolidated Tax Return, examinationsChoicePoint will control all proceedings and may make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, litigationproceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits xx contest the Tax Claim in any permissible manner. Buyer will control all proceedings and may make all decisions in connection with any Tax Claim other than a Tax Claim described in the first sentence of this Section 9.8(b) or other a Tax Claim described in Section 9.8(c) (including selection of counsel). (c) ChoicePoint and Buyer will jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Tax items and issues Taxes of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax ContestStraddle Period. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent Neither ChoicePoint nor Buyer will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest Claim without the prior written consent of the other party, (which consent shall not be unreasonably withheld). (d) Each of Buyer, conditioned or delayed. In no event shall the Parent be entitled to settle or concedeCompany and their respective Affiliates, either administratively or after on the commencement of litigationone hand, and ChoicePoint and its Affiliates, on the other, will cooperate in contesting any Tax Contest Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlTax Claim.

Tax Contests. The Following the Closing, Parent will have the sole right (but not the obligation) to conduct and control any audit, assessment, proposed adjustment, deficiency, action, suit, court or administrative proceeding, investigation or dispute or similar Proceeding, claim or event with respect to any Tax matter that affects the Company or any of its Subsidiaries (“Tax Contest”). In case after the Closing, if Parent or the Company or any of its Subsidiaries receives notice of any pending or threatened Tax 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”), Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Stockholders’ Representative of such matter; provided, however, that no delay or failure on the part of the Parent to give comply with such notice requirements under this Section 10.5 shall relieve any Stockholder from any liability or obligation under this Agreement unless such delay or failure materially prejudices the Holder Representative notice as provided herein Stockholders. Parent will not relieve have the Holders sole right to lead the response and defense of their indemnification obligations under Section 12.2 (b)any such Pre-Closing Tax Contest; provided, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Stockholders’ Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right (but not the obligation) to participate in, and consult with in the Holder Representative regarding, any defense of such Pre-Closing Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date and to employ counsel, at the Parent’s its own expense, and separate from the Holder Representative counsel employed by Parent; provided, further, that Parent shall keep the Parent reasonably informed of material developments in such not settle any Pre-Closing Tax Contest and provide the Parent with copies of any written correspondence from or in a manner that would give rise to an indemnification obligation to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative Stockholders pursuant to this paragraph and which could reasonably be expected to increase any Taxes of Agreement without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which Stockholders’ Representative (such consent will not to be unreasonably unreasonable withheld, conditioned or delayed). In cases where Parent’s reasonable costs and expenses in connection with the defense, settlement or resolution of any Pre-Closing Tax Contest shall constitute Damages whether or not it is jointly controlled, neither party may settle or concede, either administratively or after ultimately determined that the commencement of litigation, any such Pre-Closing Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent results in an indemnification obligation under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled9.1. In the event of a any conflict between the provisions of this Section 8.4 10.5 and Article XII, the provisions any other provision of this Agreement, this Section 8.4 10.5 shall controlcontrol to the extent of such conflict.

Tax Contests. The Parent Boxlight Group shall promptly notify the Holder Representative in writing Sellers within ten (10) days of either its receipt (a) of any matter which may give rise to a claim for indemnification against the Holders notice of any Audit in respect of Taxes pursuant (“Tax Contest”) or (b) of a written notice threatening any Tax Contest, in either case relating in whole or in part to 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 indemnification from the Sellers hereunder; provided, however, failure to timely provide such notice shall not affect the Boxlight Group Indemnified Parties’ right to indemnification except to the extent such failure prejudices the Sellers’s ability to defend the claim or dispute that is the subject of such notice or results in the expiration of the relevant time period set forth in Section 12.2(b7.5. If the Sellers notifies Boxlight Group within thirty (30) upon receiving written days following receipt of notice of such matterTax Contest that the Sellers intends to exercise its contest rights under this Section 6.4, the Sellers shall have the right to control such Tax Contest at its expense and to employ counsel of its choice; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Boxlight Group shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in 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 Tax Contest that the Sellers is entitled to control hereunder and shall provide the Parent Sellers with copies of such assistance as may be reasonably requested in connection with any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any 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 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 Company, which settlement or other disposition of any Tax Contest (whether administratively or after compromise affects the commencement of litigation), which liability for Taxes hereunder that is controlled indemnifiable by the Holder Representative pursuant to Sellers under this paragraph and which could reasonably be expected to increase any Taxes of Agreement, without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, Sellers (which consent will may not be unreasonably withheld, conditioned or delayed). In cases where The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after to the commencement of litigation, any extent that such Tax Contest without the written consent could affect a liability of the such other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless parties (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlincluding indemnity obligations hereunder).

Tax Contests. The Parent a. Tax Contests With Respect to the SkyTerra Group. SkyTerra (or such member of the SkyTerra Group as SkyTerra shall promptly notify designate) shall have the Holder Representative right to control and represent the interests of the members of the SkyTerra Group and to employ counsel of its choice at its expense in writing of any Proceeding for any matter resulting in any asserted Tax Liability with respect to which may give rise to a claim for SkyTerra provides indemnification against the Holders in respect of Taxes pursuant to under Section 12.2(b) upon receiving written notice of such matter3; provided, provided however, with respect to any Proceeding that failure could reasonably be expected to adversely impact Divco or any member of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 Divco Group, (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give i) Divco (or such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues member of the Company for which the Holders are required to indemnify Parent under Section 12.2(bDivco Group as Divco shall designate) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date to employ counsel of its choice at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments its expense in such Tax Contest Proceeding and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will ii) SkyTerra shall not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest Proceeding without the Divco's prior written consent of the other partyconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. b. Tax Contests With Respect to the Divco Group. In no event Divco (or such member of the Divco Group as Divco shall designate) shall have the Parent be entitled right to settle or concede, either administratively or after control and represent the commencement interests of litigation, the members of the Divco Group and to employ counsel of its choice at its expense in any Proceeding for any matter resulting in any asserted Tax Contest relating Liability with respect to Taxes for which the Holders are required to indemnify Parent Divco provides indemnification under Section 12.2(b) unless 3; provided however, with respect to any Proceeding that could reasonably be expected to adversely impact SkyTerra or any member of the SkyTerra Group, (i) SkyTerra (or such member of the Holder Representative consents SkyTerra Group as SkyTerra shall designate) shall have the right to participate and to employ counsel of its choice at its expense in such Proceeding and (in writingii) to Divco shall not settle any such settlement or concessionProceeding without SkyTerra's prior written consent, which consent will shall not be unreasonably withheld, conditioned withheld or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The Parent shall After the Closing, Buyer will promptly notify the Holder Representative Seller in writing upon the commencement of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedTax audit, howeversuit, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, action or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) proceeding (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items ) involving one or issues more of the Parent Group Companies, with respect to a tax period closing on or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after before the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax ContestDate or a Straddle Period. In any event, the Parent Seller shall have the right to participate incontrol the defense of a Tax Contest for a tax period closing on or before the Closing Date, 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 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 consult with will conduct the Holder Representative regarding, any defense of such Tax Contest described diligently and in this paragraph that may good faith. Seller will not settle, compromise or concede a Tax Contest to the extent it would adversely affect the Surviving Entity Tax liability of Buyer or any of the Group Companies for any periods ending tax period beginning after the Closing Date at without the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written prior consent of the ParentBuyer, which consent will not be unreasonably withheld, conditioned or delayed. In cases where Buyer shall have the right to control the defense of a Tax Contest is jointly controlledfor a Straddle Period, neither party may settle which control will include, subject to the immediately following sentence, the right to settle, compromise or concedeconcede such Tax Contest and the right to employ counsel of its choice at its expense, either administratively 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 such Tax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. Buyer will not settle, compromise or after the commencement of litigation, any concede such a Tax Contest without the written prior consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concessionSeller, which consent will not be unreasonably withheld, conditioned or delayed or (ii) delayed. Seller will have the Parent agrees to waive its right to be indemnified for participate in the issue being conceded or settled. In the event defense of a conflict between the provisions any such Tax Contest and to employ counsel of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlits choice at its expense.

Tax Contests. The Parent Prior to the distribution of all funds remaining in the Indemnity Escrow Account, the Stockholder Representative shall promptly notify control the Holder Representative in writing conduct of any matter which may give rise to a audit, claim for indemnification against the Holders in refund, examination or administrative or judicial proceeding involving any asserted Tax liability or refund with respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves any Company Subsidiary (any such audit, claim for refund or proceeding relating to an asserted Tax items or issues of liability referred to herein as a “Contest”) for any Pre-Closing Taxes, other than any such Taxes for a Straddle Period, but the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Corporation shall have the right to participate in, and consult with the Holder Representative regarding, any Tax in such Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s its own expense, and provided that, without the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySurviving Corporation, which consent shall not be unreasonably withheld, conditioned the Stockholder Representative shall not settle any such audit, examination or proceeding. Prior to the distribution of all funds remaining in the Indemnity Escrow Account, in the case of a Contest that relates to Straddle Periods, the Surviving Corporation shall control the conduct of such Contest, but the Stockholder Representative shall have the right to participate in such Contest at its own expense. Prior to the distribution of all funds remaining in the Indemnity Escrow Account, the Surviving Corporation shall not settle, compromise and/or concede such Contest without the consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed. In no event The party controlling any Contest pursuant to this Section 8.6(e) shall notify the Parent be entitled to settle or concede, either administratively or after the commencement other party of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) significant developments with respect to such settlement Contest and keep the other party reasonably informed and consult with the other party with respect to any issue that reasonably could be expected to have an adverse effect on the other party or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive any of its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlAffiliates.

Tax Contests. The Parent After the Closing Date, the Buyer, on the one hand, and the Seller, on the other hand (each, the “Recipient”, and together, the “Tax Contest Parties”), shall promptly notify the Holder Representative in writing other Tax Contest Party within ten (10) Business Days of receipt by the Recipient of written notice of any matter Tax Contest with respect to the Company which may give rise could reasonably be expected to a claim affect such other Tax Contest Party’s, or any of its Affiliates’, liability for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of this Agreement. If the Parent Recipient fails to give such notice to the Holder Representative notice as provided herein will other Tax Contest Party, it shall not relieve the Holders of their be entitled to indemnification obligations under Section 12.2 (b), except as pursuant to this Agreement in connection with such Tax Contest to the extent that the Holders are materially prejudiced by the Parent’s such failure to give notice materially prejudices the indemnifying Tax Contest Party. In addition to the foregoing, each Tax Contest Party shall promptly provide to the other Tax Contest Party copies of all written notices and other documents received from the applicable Governmental Entity (provided that the Tax Contest Party receiving such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, notice or other document may redact from such copies information not reasonably related to or necessary for determining the amount of Taxes with respect to such Tax proceedings relating to Tax items and issues of the Company Contest for which the Holders are required other Tax Contest Party may be liable). (i) If a Tax Contest relates solely to indemnify Parent under Section 12.2(b) (eacha Pre-Closing Tax Period, a “Tax Contest”)the Seller shall, unless at its expense, control the defense and settlement of such Tax Contest arises in a proceeding that also involves Tax items or issues of and the Parent or any Buyer, at the Buyer’s expense and with counsel of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Dateown choosing, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate infully in all aspects of the defense of such Tax Contest; provided, and consult with however, that, if the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed resolution of material developments in such Tax Contest could increase the Tax liability of the Buyer or any of its Affiliates or the Company for any Post-Closing Straddle Period or Post-Closing Tax Period, the Seller shall (A) consult in good faith with the Buyer before taking any action in connection with such Tax Contest that might adversely affect the Buyer or any of its Affiliates or the Company, (B) consult in good faith with the Buyer and provide offer the Parent with copies of Buyer a reasonable opportunity to comment before submitting to any Governmental Entity any written correspondence from materials prepared or to the relevant Tax Authority furnished in connection with respect to such Tax Contest. Any settlement or other disposition of any , (C) conduct such Tax Contest diligently and in good faith, and (whether administratively D) not settle, discharge, compromise, or after otherwise dispose (collectively, “dispose”) of such Tax Contest if such disposition would result in, or otherwise involve, shifting any receipts, revenues, income, or profits, from a Pre-Closing Tax Period or Pre-Closing Straddle Period to a Post-Closing Tax Period or Post-Closing Straddle Period without obtaining the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. In no event . (ii) The Buyer shall, at its expense, control the defense and settlement of all other Tax Contests, and the Seller, at its expense and with counsel of its own choosing, shall have the Parent be entitled right to settle or concede, either administratively or after the commencement participate in any defense of litigation, any Tax Contest relating solely to Taxes for the extent to which such Tax Contest relates to a Pre-Closing Tax Period and/or a Straddle Period. The Buyer shall not dispose of such Tax Contest that, if resulting in an assessment of Tax, could reasonably be expected to result in an indemnification obligation of the Holders are required to indemnify Parent Seller under this Section 12.2(b) unless (i) 6.01 without obtaining the Holder Representative consents (in writing) to such settlement or concessionprior written consent of the Seller, which consent will shall not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b(a) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to To the extent that the Holders are materially prejudiced Taxes paid by the Parent’s failure to give such prompt notice. The Holder Representative Company for the Pre-Closing Period (other than those items identified in Schedule 8.6) are not reserved for and reflected in the Final Working Capital, the Company shall be entitled to managewithdraw from the Escrow Amount, conduct without defense, at or prior to the filing of the Return, the amount due in excess of the reserve. (b) Parent shall prepare and control any Tax audits, examinations, appeals, litigationfile, or shall cause to be prepared and filed, all Returns required to be filed by or with respect to the Company, other than those Returns described under Section 4.6. (c) For purposes of Section 8.1(iv), in the case of any taxable period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of any taxes based on or measured by income or receipts of Company deemed to relate to a Pre-Closing Period will be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other taxes of Company for a Straddle Period which relate to a Pre-Closing Period will be deemed to be the amount of such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period. (d) Parent, the Company and the Shareholders’ Representative shall cooperate fully, as and to the extent reasonably requested, in connection with the preparation and filing of Returns pursuant to this Section 8.3 and any audit, investigation, litigation or other proceeding with respect to Taxes that may be instituted after the Closing Date. Shareholders’ Representative shall control the conduct, through counsel of Shareholders’ Representative’s own choosing at his expense (which expense shall be reimbursable from the Escrow Amount), of any audit or administrative or judicial proceeding involving any asserted Tax proceedings relating to Tax items and issues liability of the Company for which the Holders are required (any such audit or proceeding relating to indemnify Parent under Section 12.2(b) (each, an asserted Tax liability referred to herein as a “Tax Contest”) relating solely to Pre-Closing Periods (except that Parent shall control any Tax Contest with respect to taxes on income recognized or accrued by Company after January 2009 in respect of obligations of Parent not paid in March 2009), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the but Parent shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation)at its own expense and, which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the ParentShareholders’ Representative, which consent will not be unreasonably withheldand at its expense, conditioned or delayedmay assume control of the conduct of such Tax Contest. In cases where If Shareholders’ Representative fails to assume control of the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement conduct of litigation, any such Tax Contest without within a reasonable period following the written consent receipt by any party of notice of such Tax Contest, Parent shall have the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled right to settle or concede, either administratively or after the commencement assume control of litigation, any such Tax Contest relating and shall be able to Taxes settle, compromise and/or concede such Tax Contest in its sole discretion. Parent shall exercise the same level of client advocacy, diligence and continuity of tax positions as Parent maintains for which its own tax matters prior to the Holders are required to indemnify Parent under Section 12.2(bmerger. (e) unless (i) From and after the Holder Representative consents Closing Date, the holders of the Company Shares and Company Options shall indemnify and hold Parent harmless from and against and shall compensate and reimburse Parent for any and all Losses (in writing) to such settlement or concession, which consent will not be unreasonably withheldsubject to any dollar threshold) arising out of or in connection with any and all Taxes of the Company for all Pre-Closing Periods, conditioned or delayed which relate to an event or (ii) transaction occurring on or before the Parent agrees Closing Date, to waive its right to be indemnified the extent such Losses exceed the amount, if any, reserved for and reflected in the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlFinal Working Capital.

Tax Contests. The Parent shall promptly (a) GRC or FGC, as applicable, shall, within 10 business days of becoming aware of any Tax contest (including a Transaction Tax contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice other Party of such matter; provided, however, that 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 of the Parent by an Indemnitee to give the Holder Representative notice as provided herein will in this Section 9.09(a) (or to promptly forward any such notices or communications) shall not relieve the Holders of their Indemnifying Party’s indemnification obligations under Section 12.2 (b)this Agreement, except as to the extent that the Holders are materially Indemnifying Party shall have been actually prejudiced by such failure. (b) GRC and FGC each shall have the Parent’s failure exclusive right to give such prompt notice. The Holder Representative shall be entitled to manage, control the conduct and control settlement of any Tax auditscontest, examinationsother than a Transaction Tax contest, appeals, litigation, or other Tax proceedings relating to Tax items and issues any tax return that it is responsible for preparing pursuant to Section 9.06. Notwithstanding the foregoing, if the conduct or settlement of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless any portion or aspect of any such Tax Contest arises in contest could reasonably be expected to cause a proceeding that also involves Tax items or issues of Party to have an indemnification obligation under this Agreement, then (i) the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Indemnifying Party shall have the right to participate inshare joint control over the conduct and settlement of that portion or aspect, and consult with (ii) whether or not the Holder Representative regardingIndemnifying Party exercises that right, the Indemnitee shall not accept or enter into any Tax Contest described in this paragraph that may affect settlement without the Surviving Entity for any periods ending after consent of the Closing Date at Indemnifying Party, which shall not be unreasonably withheld or delayed. ​ (c) GRC and FGC shall have the Parent’s own expense, right to control jointly the conduct and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies settlement of any written correspondence 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 or to such Transaction Tax contest. (d) In any case where the relevant Tax Authority with respect to such Tax Contest. Any Parties control jointly the conduct and settlement or other disposition of any Tax Contest contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent or aspect thereof): (i) neither Party shall accept or enter into any settlement of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest contest (or the relevant portion or aspect thereof) without the written consent of the other partyParty, 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, conditioned withheld or delayed. In no event shall the Parent , to any correspondence or filings to be entitled submitted to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) taxing authority with respect to such settlement Tax contest (or concessionthe relevant portion or aspect thereof), which consent will not be unreasonably withheld, conditioned or delayed or and (iiiii) both Parties shall have the Parent agrees to waive its right to be indemnified for attend any formally scheduled meetings with any taxing authority or hearings or proceedings before any judicial authority, in each case with respect to such Tax contest (or the issue being conceded relevant portion or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlaspect thereof).

Tax Contests. The Parent shall (a) If a written notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim relating to Taxes (a “Tax Claim”) is delivered or sent to or commenced or initiated against any of the Entities by any Tax Authority with respect to Taxes or Tax Returns of any of an Entity for which Purchaser or its Affiliates may reasonably be entitled to indemnification pursuant to Section 10.3, Purchaser or its Affiliates will promptly notify the Holder Representative Seller in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matterTax Claim; provided, however, that the failure of the Parent to timely give the Holder Representative such notice as provided herein will not relieve the Holders of their limit and reduce Purchaser’s right to indemnification obligations under Section 12.2 (b), hereunder except as to the extent that the Holders are materially Indemnifying Party is prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating thereby. (b) With respect to Tax items and issues Claims of the Company for which the Holders are required or relating solely to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues Taxes of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving an Entity for any periods ending after Pre-Closing Period for which Parent and Seller may be liable under Section 10.3, Parent may, upon written notice to Purchaser, assume and control the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed defense of material developments in such Tax Contest Claim at its own cost and provide expense and with its own counsel, provided that Parent and Seller first acknowledge their obligation to indemnify Purchaser for the asserted liability. Purchaser may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Parent with copies of or Seller (as applicable) will not enter into any written correspondence from or to the relevant Tax Authority settlement with respect to any such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the Claim without Purchaser’s prior written consent of the Parentconsent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where , and will keep Purchaser informed of all developments and events relating to all Tax Claims the defense of which is controlled by Parent or Seller, as applicable (including promptly forwarding copies to Purchaser of any related correspondence). (c) With respect to Tax Contest is jointly controlledClaims of or relating to Taxes of any Entity for a Straddle Period, neither party may settle or concede, either administratively or after Purchaser will control the commencement contest of litigation, any such Tax Contest without Claim at its own cost and expense. To the written consent extent any such contest relates to Taxes for which Parent and Seller might be liable under Section 10.3 or this ARTICLE 12, Parent may retain separate co-counsel at their sole cost and expense and participate in the defense of the other partyTax Claim (including participation in any relevant meetings and conference calls). Purchaser will not enter into any settlement with respect to any such Tax Claim without Parent’s prior written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. In no event shall the , and Purchaser will keep Parent be entitled to settle or concede, either administratively or after the commencement informed of litigation, any Tax Contest all developments and events relating to such Tax Claim (including promptly forwarding copies to Parent of any related correspondence). (d) With respect to Tax Claims of or relating solely to Taxes of an Entity for which any Post-Closing Period, Purchaser will control the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to defense of such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive Tax Claim at its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 own cost and Article XII, the provisions of this Section 8.4 shall controlexpense and with its own counsel.

Tax Contests. The Parent shall (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment to any member of the Buyer Indemnified Parties, the Indemnified Party will promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Indemnifying Party of such matterclaim (a "Tax Claim"); provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt noticenotice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to Taxes and relating to a taxable period ending on or before the Closing Date or to any other taxable period in which the Company joined in filing any Consolidated Tax Return, the Sellers will control all proceedings and may make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suitx xr contest the Tax Claim in any permissible manner. The Holder Representative shall be entitled to manage, conduct Buyer will control all proceedings and control may make all decisions in connection with any Tax auditsClaim other than a Tax Claim described in the first sentence of this Section 10.8(b) or a Tax Claim described in Section 10.8(c) (including selection of counsel). (c) Each of the Buyer, examinationsthe Company and their respective Affiliates, appealson the one hand, litigationand the Sellers and their respective Affiliates, on the other, will cooperate in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or other Tax explanation of any material provided hereunder or to testify at proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlClaim.

Tax Contests. The Parent (i) Except as contemplated by Section 5.12(b)(ii) herein, Buyer and its Affiliates shall promptly notify the Holder Representative in writing have no rights with respect to any Tax Proceeding relating to Taxes of any matter which may give rise to a claim for indemnification against the Holders in respect Parent Consolidated Group. Buyer shall notify Parent within 10 Business Days of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, a Tax Proceeding for a Pre-Closing Tax Period with respect to any Business Company or the Business that failure of the Parent could reasonably be expected to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the affect Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax ContestAffiliates. In any event, the Parent shall have the right to participate inin any such Tax Proceeding (other than a Tax Proceeding relating to Taxes of any Parent Consolidated Group) at its own expense for out-of-pocket costs, and consult with the Holder Representative regardingBuyer shall, any Tax Contest described and shall cause its Affiliates to, (A) consider in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the good faith Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority reasonable suggestions with respect to such Tax Contest. Any settlement or other disposition Proceeding, (B) keep Parent reasonably informed of any the status of such Tax Contest Proceeding (whether administratively or after the commencement including providing Parent with copies of litigation)all written correspondence regarding such Tax Proceeding) and (C) shall not settle such Tax Proceeding without Parent’s written consent, which is controlled by shall not be unreasonably withheld, delayed or conditioned. (ii) Parent shall notify Buyer within 10 Business Days of receiving notice of a Tax Proceeding with respect to any Business Company or the Holder Representative pursuant to this paragraph and which Business that could reasonably be expected to increase any Taxes adversely affect Buyer or the treatment of the Surviving Entity Section 338(h)(10) Elections or Section 338(g) Elections with respect to Buyer. Buyer shall have the right to participate in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent Proceeding at its own expense for out-of-pocket costs, and Parent shall, and shall cause its Affiliates to, (A) consider in good faith Buyer’s reasonable suggestions with respect to such Tax Proceeding, (B) keep Buyer reasonably informed of the other partystatus of such Tax Proceeding (including providing Buyer with copies of all written correspondence regarding such Tax Proceeding), and (C) not settle such Tax Proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of (i) If any matter which may give rise Government Entity issues to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving Company or a Subsidiary a written notice of deficiency, or a written notice of its intent to audit, with 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 30 days of the receipt of such matterwritten notice) notify Parent of its receipt of such written notice from the Government Entity; provided, however, that any failure of the by Buyer to so notify Parent to give the Holder Representative notice as provided herein will shall not relieve the Holders Parent of their any of its indemnification obligations under Section 12.2 (b5.6(h), except as to the extent that the Holders are Parent is materially and actually prejudiced by the Parent’s failure to give as a result of such prompt noticefailure. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate incontrol any 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 consult with the Holder Representative regarding, (B) any Tax Contest described in this paragraph that may affect if the Surviving Entity for any periods ending after relevant taxable period ends on or prior to the Closing Date at 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 own expenseindemnification obligations under Section 5.6(h), and the Holder Representative Buyer shall bear all of its costs in connection with such Tax Contest; (C) Buyer shall keep the Parent reasonably informed regarding the status of material developments such Tax Contest; (D) Parent shall have the right, at the sole cost and expense of Parent, to participate in such Tax Contest and provide (which right shall include the Parent with right to receive copies of all documents furnished or received by the applicable Company or Subsidiary in connection with the Tax Contest, the right to be involved, where practicable, in any written correspondence from 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 relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes representatives of the Surviving Entity in any taxable period Company or portion thereof ending after Subsidiary regarding all such significant decisions); and (E) without the Closing Date, may only be with the prior written consent of the Parent, Parent (which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event ), Buyer shall not allow the applicable Company or Subsidiary to settle, resolve or abandon such Tax Contest (or any portion thereof) if such settlement, resolution or abandonment would result in Parent be entitled being required #88810454v1 under this Agreement to settle make a payment in respect of Taxes or concede, either administratively or after the commencement of litigation, would result in a reduction in any Tax asset of Parent or its Affiliates. (iii) If a Tax Contest relating is controlled by Parent: (A) Parent shall control the Tax Contest in good faith; (B) subject to Taxes for which the Holders are required to indemnify Parent Buyer’s indemnification obligations under Section 12.2(b5.6(i), Parent shall bear all of its costs in connection with such Tax Contest; (C) unless Parent shall keep Buyer reasonably informed regarding the status of such Tax Contest; (iD) Buyer, at the Holder Representative consents 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 writingconnection 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 the right to have a reasonable opportunity to provide input to the representatives of Parent regarding all such significant decisions); and (E) to such settlement or concession, without Buyer’s prior written consent (which consent will shall not be unreasonably withheld, conditioned or delayed delayed), Parent shall not settle, resolve or abandon (iior allow the applicable Company or Subsidiary to settle, resolve, or abandon) the Parent agrees 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 waive its right to be indemnified for a taxable period ending after the issue being conceded or settled. Closing Date. (iv) In the event of a any conflict between the provisions of this Section 8.4 5.6(d) and the provisions of Article XIIIX, the provisions of this Section 8.4 5.6(d) shall control.

Tax Contests. The Parent (i) If written notice of a Tax audit or claim is received from any Taxing Authority which, if successful, might result in an indemnification payment pursuant to Article IX (a “Tax Claim”), the indemnified party receiving such notice shall promptly notify the Holder Representative indemnifying party in writing of such Tax Claim (and provide copies of any matter which may give rise to a claim for indemnification against documents received from the Holders Taxing Authority in respect of Taxes pursuant such claim); provided that the failure to Section 12.2(bprovide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent the indemnifying party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (ii) upon receiving written notice of such matterSeller shall have the right to control, at its own cost and expense, any Tax Claim involving the Company for any taxable period ending on or before the Closing Date; provided, however, that failure of the Parent (i) Seller shall have provided Buyer with written notice electing to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items Claim within ten (10) days after receiving written notice from Buyer or issues of the Parent or any of its Affiliates other than the Company or that also involves of such Tax items or issues of the Surviving Entity for taxable periods ending after the Closing DateClaim, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent (ii) Buyer shall have the right to participate inin any such Tax Claim, (iii) Seller shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Claim, and consult with the Holder Representative regarding(iv) neither Seller nor any of its Affiliates shall settle, compromise, appeal any Tax Contest described adverse determination in this paragraph that may affect the Surviving Entity for or abandon any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide Claim without obtaining the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede; provided, either administratively or after the commencement of litigationfurther, that Buyer may control and contest any Tax Contest relating to Taxes Claim for which Seller would otherwise have the Holders are required right to indemnify Parent control under this Section 12.2(b6.06(g) unless if Seller has not provided timely written notice to Buyer that it elects to control such Tax Claim pursuant to this Section 6.06(g) or fails to use Commercially Reasonable Efforts to actively control such Tax Claim; provided, however, that (iA) Seller shall have the Holder Representative consents right to participate in any such Tax Claim at its own cost and expense, (B) Buyer shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Claim, and (C) Buyer shall not settle, compromise, appeal any adverse determination in writing) to or abandon any such settlement or concession, Tax Claim without obtaining the prior written consent of Seller which consent will shall not be unreasonably withheld, conditioned or delayed or delayed. (iiiii) Buyer shall control any Tax Claim involving a Company for any Straddle Period; provided, however, that (A) Seller shall have the Parent agrees right, at its sole cost and expense, to waive its right to be indemnified for the issue being conceded or settled. In participate in any such Tax Claim, (B) Buyer shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Claim, and (C) in the event that such Tax Claim would reasonably be expected to have an adverse effect on Seller or any of a its Affiliates, Buyer shall not settle, compromise, appeal any adverse determination in or abandon any such Tax Claim without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) To the extent of any conflict between the provisions of this Section 8.4 6.06(g) and Article XIIIX, the provisions of this Section 8.4 6.06(g) shall controlgovern with respect to any Tax Claim.

Tax Contests. The Parent After the Closing, Purchaser shall promptly notify the Holder Representative Equityholder Representative, and in writing any event within fifteen (15) days after receipt by Purchaser, Blocker, the Company or its Subsidiaries or any Affiliate thereof of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment, or redetermination (each a "Tax Contest") relating to (i) Taxes of the Company or its Subsidiaries for a Pre-Closing Tax Period or (ii) Taxes of Blocker for a Pre-Closing Tax Period, in each case for which Equityholders (or their direct or indirect owners) could be liable ("Equityholder Tax Contest"). The Equityholder Representative shall have the right, at its election, to control, at its own expense, any Equityholder Tax Contest, including any disposition of such matterEquityholder Tax Contest; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(bi) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Purchaser shall have the right to participate inright, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s its own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments directly or through its designated representatives, to participate fully in such Equityholder Tax Contest, including to review in advance and reasonably comment upon submissions made in the course of such Equityholder Tax Contest and provide the Parent with copies of to attend any written correspondence from in-person or telephonic meetings, and (ii) Purchaser's consent (not to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed) shall be required for any settlement by the Equityholder Representative except any settlement that relates only to a Tax liability that is solely the liability of the Equityholders and would not be borne by Purchaser or its Affiliates (as evidenced by a written confirmation to that effect from the Equityholder Representative). In cases where With respect to all Equityholder Tax Contests that the Equityholder Representative does not elect to control pursuant to the immediately preceding sentence, Purchaser shall have the sole responsibility for, and shall control, at its own expense, such Equityholder Tax Contest, including the disposition thereof; provided, however, that (i) the Equityholder Representative shall have the right to participate fully in such Equityholder Tax Contest is jointly controlledat its own expense, neither party may settle or concede, either administratively or after including to review in advance and reasonably comment upon submissions made in the commencement course of litigation, any such Tax Contest without and to attend any in-person or telephonic meetings, (ii) Purchaser shall diligently pursue such Tax Contest in good faith as if it were the written sole party in interest (provided that failure to do so will not give rise to any liability of any Purchaser Indemnified Person to the Equityholders or the Equityholder Representative) and (iii) the Equityholder Representative's consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayeddenied) shall be required for any settlement that could affect the liability of the Equityholders or their direct or indirect owners. In no event Purchaser shall have the Parent be entitled sole right to settle or concede, either administratively or after the commencement of litigation, control any Tax Contest relating to Taxes for which Blocker or the Holders are required Company or its Subsidiaries that is not an Equityholder Tax Contest. This Section 11.4 shall apply to indemnify Parent under Tax Contests notwithstanding Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control10.5.

Tax Contests. The Parent Purchaser shall promptly notify inform the Holder Representative in writing Seller of the commencement subsequent to the Closing Date of any matter which may give rise audit, examination or proceeding (“Tax Contest”) relating to a claim Pre-Closing Tax Period for indemnification against which the Holders in respect of Purchaser may be entitled to indemnity from the Seller for Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedhereunder, however, that failure of and the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative Seller shall be entitled to manage, control and conduct and control those aspects of any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any eventWith respect to a Tax Contest that the Seller is entitled to control, the Parent Seller shall have the right to participate indetermine, in its sole discretion, such matters including without limitation: (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent Holdings and/or its Subsidiaries in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and consult with the Holder Representative regarding, (iv) whether to settle any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any ; provided, that the Seller shall not enter into any settlement or other disposition of any Tax Contest (whether administratively or after otherwise compromise any Tax issue in connection with a Tax Contest to the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which extent such matters could reasonably be expected to increase any Taxes of adversely impact the Surviving Entity Purchaser, Holdings or its Subsidiaries in any taxable period or portion thereof ending after a Post-Closing Tax Period, without the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, Purchaser (which consent shall not be unreasonably withhelddelayed, conditioned withheld or delayedconditioned). In no event The Purchaser, Holdings or any of its Subsidiaries, as applicable, shall deliver to the Parent be entitled Seller any power of attorney reasonably required to settle allow the Seller and its counsel to represent Holdings or concedeany of its Subsidiaries in connection with the Tax Contest and shall cause Holdings and its Subsidiaries to cooperate fully with the Seller and its counsel. Except as otherwise provided in this Section 10.9(e), either administratively the Purchaser shall have the right to control any Tax Contest, and resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or after other adjustment of Taxes of Holdings or any of its Subsidiaries for all taxable periods; provided, that the commencement Purchaser shall not enter into any settlement of litigation, any Tax Contest relating or otherwise compromise any Tax issue in connection with a Tax Contest that relates to Taxes for which a Pre-Closing Tax Period or otherwise adversely affects or could reasonably be expected to adversely affect, the Holders are required to indemnify Parent under Section 12.2(b) unless Tax liability of the Sellers without the prior written consent of the Seller (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will shall not be unreasonably withhelddelayed, conditioned withheld or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlconditioned).

Tax Contests. The Parent shall promptly notify the Holder Representative in writing (i) If any Buyer Indemnitee receives notice of any matter which may give rise 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 a the Company (including any administrative or judicial review of any claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(brefund) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are Seller Parties may be required to indemnify Parent under Section 12.2(b) provide indemnification pursuant to this Agreement (each, a “Tax Contest”), unless such then Buyer must notify the Seller Parties within five (5) business days thereof in writing (“Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing DateNotice”). (ii) The Seller Parties, in which case the Holder Representative at their sole cost and the Parent shall jointly control the Tax Contest. In any eventexpense, the Parent shall have the right to participate in, control and consult with defend the Holder Representative regarding, conduct of any Tax Contest described covering solely any Tax period ending before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of their choice; provided, that as a condition to such right to control, within fifteen (15) days after receipt of any Tax Contest Notice, the Seller Parties must notify Buyer in this paragraph writing that may 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, and (B) in the case of any Pre-Closing Tax Contest that could affect the Surviving Entity Taxes or other interests of Buyer or the Company for any taxable periods ending (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 Parent’s own expensedefense of the Pre-Closing Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with the Holder Representative shall keep the Parent reasonably informed of material developments in such Pre-Closing Tax Contest and provide the Parent with copies right to attend any conferences relating thereto, and (II) the Seller Parties will not settle or consent to the entry of any written correspondence from order, ruling, decision, or to the relevant Tax Authority other similar determination or finding with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Pre-Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In no event ). (iii) Buyer shall have the Parent be entitled right to settle or concede, either administratively or after the commencement of litigationcontrol and defend any Tax Contest covering any Straddle Period, any Tax Contest relating to Taxes that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Holders are 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 7.14(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 indemnify Parent under Section 12.2(bprovide indemnification pursuant to this Agreement, (A) unless Buyer shall keep the Seller Parties reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (iB) the Holder Representative consents Seller Parties may participate (and retain separate co-counsel at its sole cost and expense to participate) in writingthe 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 conferences relating thereto, and (C) Buyer will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such settlement or concession, Tax items in the Other Tax Contest without the prior written consent of the Seller Parties (which consent will shall not be unreasonably withheld, conditioned conditioned, or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed).

Tax Contests. (a) The Parent Buyer shall promptly notify the Holder Representative deliver a written notice to Guimaraes (with copy to Xxxxxxxx) in writing of promptly following any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written demand, claim, or notice of such matter; providedcommencement of a claim, howeverproposed adjustment, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)assessment, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manageaudit, conduct and control any Tax audits, examinations, appeals, litigation, examination or other Tax proceedings relating administrative or court proceeding with respect to Tax items and issues Taxes of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Sellers may be liable (each, a “Tax Contest”) and shall describe in reasonable detail (to the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), unless if any (the “Tax Claim Notice”), provided, however, that the failure or delay to provide notice under this Section 6.07 shall not relieve the Sellers of any obligation or liability that the Sellers may have to Buyer, except to the extent that a Seller demonstrates that the Seller is materially and adversely prejudiced thereby. (b) With respect to Tax Contests for a Tax period ending on or prior to the Closing Date, Guimaraes may elect to assume and control the defense of such Tax Contest arises in a proceeding that also involves Tax items or issues by written notice to Buyer within ten (10) days after delivery by Buyer to Guimaraes of the Parent Tax Claim Notice. If Guimaraes elects to assume and control the defense of such Tax Contest, Guimaraes (i) shall bear the costs and expenses of the defense, and shall not settle or compromise such Tax Contest without the prior written consent of Buyer and Xxxxxxxx (such consents of Buyer and Xxxxxxxx not to be unreasonably withheld, delayed or conditioned); provided, further, that Guimaraes 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 other than (including any of the Company or that also involves any of its Subsidiaries) for any Tax items or issues of the Surviving Entity for taxable periods period ending after the Closing Date, in which case . If Guimaraes elects to assume the Holder Representative and the Parent shall jointly control the defense of any Tax Contest. In , Guimaraes shall (x) keep Buyer and Xxxxxxxx reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer and Xxxxxxxx of any eventrelated correspondence, and shall provide Buyer and Xxxxxxxx with an opportunity to review and comment on any material correspondence before Xxxxxxxxx sends such correspondence to any Tax authority), (y) consult with Buyer and Xxxxxxxx in connection with the Parent defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as Buyer and/or Xxxxxxxx shall reasonably request, and Buyer and Xxxxxxxx shall have the right to participate in, and consult with in (but not control) the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed defense of material developments in such Tax Contest and provide (including participating in any discussions with the Parent with copies of any written correspondence from or to the relevant applicable Tax Authority with respect to authorities regarding such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigationContests), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent Purchaser shall promptly notify the Holder Representative Seller Representatives in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as commencement subsequent to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manageClosing Date of any audit, conduct and control any Tax auditsexamination, examinationsaction, appeals, litigation, claim or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Proceeding (each, a “Tax Contest”), unless such ) relating in whole or in part to Taxes for which the Sellers may be responsible hereunder. With respect to any Tax Contest arises in a proceeding that also involves Tax items with respect to Taxes for any taxable period ending on or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after before the Closing Date, the Seller Representatives shall be entitled to assume control of all proceedings taken in which case the Holder Representative and the Parent shall jointly control the connection with such Tax Contest. In any event; provided, however, that (x) the Parent Seller Representatives shall have within twenty (20) days of receipt of written notice of a Tax Contest, notify the right Purchaser in writing of their intention to participate inassume control of such Tax Contest, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in (y) such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will shall not be unreasonably withheld, conditioned settled or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest resolved without the written consent of the other partyPurchaser’s consent, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed and (z) the Seller Representatives shall provide the Purchaser with copies of any submissions, documents or agreements relating to such Tax Contest for its review and comment. Notwithstanding the foregoing, if notice is given to the Seller Representatives of the commencement of any Tax Contest for any taxable period ending on or before the Closing Date and the Seller Representatives notify the Purchaser that the Seller Representatives will not assume control of the Tax Contest, or fail to notify the Purchaser within twenty (20) days of receipt of written notice of a Tax Contest that they will control the Tax Contest, the Purchaser shall control such Tax Contest but shall not settle or resolve such Tax Contest without the Seller Representatives’ prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement The costs of litigation, any Tax Contest relating shall be borne by the Purchaser if the Purchaser is controlling such Tax Contest or by the Sellers (on an Ownership Ratable Share basis) if the Seller Representatives are controlling such Tax Contest. The Purchaser, the Company or any Company Subsidiary, as applicable, shall deliver to Taxes for which the Holders are Seller Representatives any power of attorney reasonably required to indemnify Parent under Section 12.2(b) unless (i) allow the Holder Representative consents (Seller Representatives and their counsel to represent the Company or such Company Subsidiary in writing) connection with the Tax Contest and shall use their reasonable efforts to provide the Seller Representatives with such settlement or concession, which consent will not assistance as may be unreasonably withheld, conditioned or delayed or (ii) reasonably requested by the Parent agrees to waive its right to be indemnified for Seller Representatives in connection with the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlTax Contest.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant (i) Subject to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b4.9(c), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and Seller will control any Tax auditsaction, examinationsaudit, appealsexam, proceeding, litigation, notice of deficiency, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) adjustment, assessment or redetermination (each, a “Tax Contest”)) relating to any Target Company, unless such Tax Contest arises in a proceeding General Partner Entity, Sponsored Fund, QIF 7, and/or any of their respective Subsidiaries that also involves Tax items or issues relate solely to income Taxes of the Parent or Seller, Target Company, General Partner Entity, Sponsored Fund, QIF 7 and/or any of its Affiliates other than their respective Subsidiaries for a Pre-Closing Period; provided that (i) the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and Seller will timely provide the Parent with Buyer copies of any written correspondence and other material communications from or to the relevant Tax with a Taxing Authority with respect to such income Tax Contest. Any settlement or other disposition of any Tax Contest , (whether administratively or after ii) to the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the extent such income Tax Contest is jointly controlledreasonably expected to affect the income Tax liability of the Buyer, neither party may settle the Buyer shall be entitled to participate in such income Tax Contests at its own expense, and (iii) the Seller shall not (and shall not allow the Target Companies, General Partner Entities, Sponsored Funds, QIF 7 or concedetheir respective Subsidiaries to) settle, either administratively resolve, or after the commencement of litigation, any abandon such income Tax Contest without the Buyer’s prior written consent of the other partyconsent, which consent shall not be unreasonably withheld, conditioned delayed, or delayed. In no event shall conditioned. (ii) The Buyer will control all other Tax Contests (including, for the Parent be entitled to settle or concede, either administratively or after the commencement avoidance of litigationdoubt, any Tax Contest Contests for a Straddle Period) relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless any Target Company, General Partner Entity, Sponsored Fund, QIF 7 and/or any of their respective Subsidiaries; provided that (i) the Holder Representative consents Buyer will timely provide the Seller copies of any written correspondence and other material communications from or with a Taxing Authority with respect to any such income Tax Contest, (in writingii) to the extent such settlement income Tax Contest is reasonably expected to affect the income Tax liability of the Seller, the Seller shall be entitled to participate in such income Tax Contests at its own expense, and (iii) the Buyer shall not (and shall not allow the Target Companies, General Partner Entities, QIF 7, Sponsored Funds or concessiontheir respective Subsidiaries to) settle, resolve, or abandon such Tax Contest without the Seller’s prior written consent, which consent will shall not be unreasonably withheld, conditioned delayed, or delayed or conditioned. (iiiii) The Seller and the Parent agrees Buyer shall cooperate with each other in good faith in the conduct of any Tax Contest with respect to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 Target Companies, General Partner Entities, QIF 7, Sponsored Funds and Article XII, the provisions of this Section 8.4 shall controltheir respective Subsidiaries.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of If a Governmental Entity asserts or otherwise initiates any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedaction, howeverinquiry, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)claim, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manageassessment, conduct and control any Tax audits, examinations, appeals, litigationaudit, or other Legal Proceeding with respect to Taxes or Tax proceedings relating to Tax items and issues Returns of the Company for which the Holders are required or its Subsidiaries with respect to indemnify Parent under Section 12.2(b) a Pre-Closing Tax Period (each, a “Tax Contest”), unless then the party (i.e., the Indemnity Participant or Buyer) first receiving notice (whether directly or indirectly through an Affiliate of such party) of such Tax Contest arises shall promptly provide the other party (i.e., Buyer or the Indemnity Participant) with written notice thereof (together with copies of any correspondence received from the Governmental Entity in a proceeding that also involves respect of such Tax items or issues Contest); provided that, the failure of the Parent or any Buyer to give such prompt notice shall not relieve the Indemnity Participant of its Affiliates other than indemnification obligations under this Agreement, except to the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contestextent they are actually prejudiced thereby. In any event, the Parent The Indemnity Participant shall have the right (but not the obligation) to participate in, and consult with assume the Holder Representative regarding, defense of any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods relating to a taxable period ending after on the Closing Date at the Parent’s own expense, and the Holder Representative Buyer shall take (and cause its Affiliates to take) all actions reasonably necessary (including providing a power of attorney) to enable the Indemnity Participant to exercise its control rights as set forth in this Section 6.11(d). For any such Tax Contest, the defense or prosecution of which the Indemnity Participant controls, (i) the Indemnity Participant shall keep the Parent Buyer reasonably informed of all material developments in and events relating to such Tax Contest and provide the Parent with (including providing to Buyer copies of any relevant portions of all written correspondence from or to the relevant Tax Authority with respect materials relating to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by (ii) Buyer (or its authorized Representative) shall be entitled, at its expense, to attend and/or reasonably participate in all conferences, meetings, and proceedings relating to such Tax Contest, and (iii) the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of Indemnity Participant shall not, without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), directly or indirectly enter into any compromise or settlement of such Tax Contest. In no event The Buyer shall control the Parent be entitled to settle or concede, either administratively or after the commencement defense of litigation, any Tax Contest relating to Taxes for which a Straddle Period and any Tax Contest in respect of a taxable period ending on the Holders are required Closing Date that the Indemnity Participant elects not to indemnify Parent under Section 12.2(b) unless control, provided that, (i) the Holder Representative consents (in writing) Buyer shall keep the Indemnity Participant reasonably informed of all material developments and events relating to such settlement Tax Contest (including providing to the Indemnity Participant copies of relevant portions of all written materials relating to such Tax Contest), (ii) the Indemnity Participant (or concessionits authorized Representative) shall be entitled, at its expense, to attend and/or reasonably participate in all conferences, meetings, and proceedings relating to such Tax Contest, and (iii) the Buyer shall not, without the prior written consent of the Indemnity Participant (which consent will shall not be unreasonably withheld, conditioned or delayed delayed), directly or (ii) indirectly enter into any compromise or settlement of such Tax Contest. Notwithstanding anything to the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of contrary in Article VIII, this Section 8.4 and Article XII, the provisions of this Section 8.4 6.11(d) shall controlgovern with respect to any Tax Contest.

Tax Contests. The Parent procedures set forth in this Section 10.4 rather than Section 8.5 shall promptly govern the contest or resolution of any claim, audit, investigation or proceeding relating to Taxes (a “Tax Proceeding”). If an Indemnified Party receives notice of a Tax Proceeding, which, if successful, might result in an indemnity payment pursuant to Article XIII, the party receiving such notice shall promptly, and in any event within fifteen (15) days, notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Indemnifying Party of such matterTax Proceeding; provided, however, that the failure of the Parent by an Indemnified Party to give the Holder Representative notice as provided herein will provide timely notification shall not relieve the Holders Indemnifying Party of their its indemnification obligations under Section 12.2 (b)hereunder, except as to the extent that the Holders are Indemnifying Party is materially prejudiced by thereby in defending such Tax Proceeding. Seller shall control all Tax Proceedings related to Excluded Taxes (other than Excluded Taxes relating to a Straddle Period) and shall have the Parent’s failure right to give make all decisions in connection with such prompt notice. The Holder Representative shall be entitled Tax Proceedings, including, without limitation, the decision to manage, conduct pursue or forego any and control any Tax audits, examinations, all administrative appeals, litigationproceedings, hearings and conferences with any Taxing Authority, or other to pay the Tax proceedings relating claimed, xxx for a refund or contest the disputed Tax in any legally permissible manner; provided, however, that Seller shall not take any position with respect to Tax items and issues any of the Company for which the Holders are required foregoing that would reasonably be expected to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues have an adverse effect on Buyer without consultation with and prior written consent of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax ContestBuyer. In any eventlieu of such consent, the Parent Buyer shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest Proceedings with counsel of its choosing and provide at its expense. Buyer shall control Tax Proceedings relating to Taxes imposed with respect to a Straddle Period and the Parent Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with copies counsel of any written correspondence from or its choosing and at its expense. In the event that Seller does not elect to the relevant participate in such Tax Authority Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Contest. Any settlement Proceedings and shall not settle the claims or other disposition assessments that are the subject of any such Tax Contest (whether administratively or after Proceedings without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise If, subsequent to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, Parent, the Company or any Subsidiary receives notice of a Tax Contest with respect to any Tax Return which could result in which case the Holder Representative and the any payment under Section 9.2, then within thirty (30) days after receipt of such notice, Parent shall jointly control notify the Tax ContestShareholder Representative of such notice. In any event, the Parent shall have the right to participate incontrol the conduct and resolution of such Tax Contest, and consult with the Holder Representative regardingprovided, any Tax Contest described in this paragraph however, that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative Parent shall keep the Parent Shareholder Representative reasonably informed of material developments in the progress of such Tax Contest and provide the Parent with copies of shall not agree to any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition compromise of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without obtaining the Shareholder Representative’s prior written consent of the other partythereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In no event shall If Parent, the Parent be entitled Company or any Subsidiary receives any settlement offer from a Tax authority with respect to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes a claim for which any Parent Indemnified Party seeks or may seek indemnity from any holder of Common Stock, Parent shall promptly inform the Holders are required Shareholder Representative of the receipt of such settlement offer. If the Shareholder Representative recommends acceptance of such settlement offer, but Parent declines to indemnify Parent under Section 12.2(baccept such offer in writing within thirty (30) unless days: (i) the Holder Representative consents (in writing) entitlement of Parent to indemnification payments under this Agreement as the result of any such contest or proceedings shall not exceed the entitlement that Parent would have had if such contest had been settled or proceeding terminated on the basis of the settlement or concession, offer the acceptance of which consent will not be unreasonably withheld, conditioned or delayed or was recommended by the Shareholder Representative; and (ii) the Parent agrees to waive its right to be indemnified shareholders of the Company shall have no further liability for costs or other expenses in respect of such contest. The Parent’s notice obligations and the issue being conceded or settled. In the event of a conflict between the provisions of Shareholder Representative’s consent and other rights described in this Section 8.4 and Article XII6.9(c) shall apply only for so long as the amount at issue may be satisfied in whole or in part, out of any remaining balance, not otherwise subject to any other claims, in the provisions of this Section 8.4 shall control.Indemnification Escrow Account

Tax Contests. The Parent shall promptly notify (a) If any Taxing Authority asserts a Tax Claim, then the Holder Representative in writing of any matter which may give rise party to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon this Agreement first receiving written notice of such matterTax Claim promptly shall provide written notice thereof to the other party or parties to this Agreement; provided, however, that the failure of the Parent such party to give the Holder Representative such prompt notice as provided herein will shall not relieve the Holders other party of their indemnification any of its obligations under Section 12.2 (b)this Article VI, except as to the extent that the Holders are materially other party is prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the Parent’s failure basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Seller shall have the exclusive right to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, Proceeding of or other Tax proceedings relating with respect to Tax items and issues any of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent Purchased Entities or any of its their Subsidiaries and, to the extent within the power of Seller, the Purchaser or any of their Affiliates other than the Company or that also involves Tax items or issues using commercially reasonable efforts, any of the Surviving Entity Purchased Consolidated Ventures or any of their Subsidiaries, for any taxable periods period ending after on or before the Closing Date; provided, in which case the Holder Representative and the Parent however, that Seller shall jointly control the Tax Contest. In not settle, compromise or abandon any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide Proceeding without obtaining the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, Purchaser (which consent will shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or abandonment would have a material adverse impact on Purchaser or any of its Affiliates (including the Purchased Consolidated Companies and their Subsidiaries) for any Post-Closing Period. Seller may elect in writing not to control any Tax Proceeding that Seller otherwise has the right to control pursuant to the preceding sentence. If Seller makes such election with respect to a Tax Proceeding, Purchaser shall have the right, but not the obligation, to conduct, at its own expense, such Tax Proceeding, and the provisions of Section 6.6(c) shall apply, mutatis mutandis (substituting all references therein to “the Controlling Party” with “Purchaser” and all references therein to “the Non-Controlling Party” with “Seller”), with respect to such Tax Proceeding. (c) In cases where the case of a Tax Contest Proceeding of or with respect to (A) any of the Purchased Entities or any of their Subsidiaries and, to the extent within the power of Seller, the Purchaser or any of their Affiliates using commercially reasonable efforts, any of the Purchased Consolidated Ventures or any of their Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 6.6(d)) or (B) Taxes that are Excluded Business Taxes and Taxes that are not Excluded Business Taxes, in each case, other than Taxes imposed on any of the Purchased Companies or any of their Subsidiaries (and such Tax Proceeding for Taxes that are Excluded Business Taxes is jointly controllednot separable from such Tax Proceeding for Taxes that are not Excluded Business Taxes), neither the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall reasonably consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall reasonably consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party may settle in interest in connection with such Tax Proceeding, and (v) the Controlling Party shall not settle, compromise or concede, either administratively or after the commencement of litigation, abandon any such Tax Contest Proceeding without obtaining the prior written consent of the other partyNon-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that the foregoing shall apply with respect to a Tax Proceeding of or with respect to a Purchased Venture or Subsidiary of a Purchased Venture only to the extent within the power of Seller, the Purchaser or any of their Affiliates using commercially reasonable efforts. In no event For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the Parent be entitled greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to settle bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or concede, either administratively or after Purchaser is not the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) Controlling Party with respect to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlTax Proceeding.

Tax Contests. (a) The Parent Buyer shall promptly notify the Holder Representative Seller in writing within fifteen (15) days from its receipt of written notice of any matter which may give rise to a pending or threatened assessment or claim for indemnification against the Holders in any audit, litigation or other proceeding in respect of any of the Certegy Gaming Companies related to Taxes pursuant for which the Seller may be liable under this Agreement. Such notice shall be accompanied by copies of any notice or other documents it has received from any Governmental Authority. If the Buyer fails to promptly notify the Seller in accordance with this Section 12.2(b) upon receiving written notice 6.8(a), Seller shall not be relieved of any of its obligations to indemnify under Article X except and to the extent that Seller is prejudiced as a result of such matter; failure. (b) The Seller shall, upon prompt notice to the Buyer and at the Seller’s own expense, have the right to represent the interests of any of the Certegy Gaming Companies in any audit, litigation or other proceeding (collectively, “Tax Contest”) relating exclusively to Taxes for which the Seller may be liable under this Agreement, to employ counsel of its choice at its expense and to control the conduct of such Tax Contest, including settlement or other disposition thereof, provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Buyer shall have the right to participate in, and consult with the Holder Representative regarding, in any such Tax Contest described in this paragraph that may adversely affect any of the Surviving Entity Certegy Gaming Companies for any periods ending after the Closing Date at the ParentBuyer’s own expense; and provided, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of further, that any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any such Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be made with the written consent of the ParentBuyer, which consent will not be unreasonably withheld, conditioned delayed or delayed. In cases where the conditioned. (c) Any Tax Contest is with respect to Taxes for a period which includes but does not end on the Closing Date shall be controlled jointly controlledby the Seller and the Buyer, and neither party may settle shall consent to the settlement or concede, either administratively or after the commencement other disposition of litigation, any such a Tax Contest without the prior written consent of the other partyother, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In no event Notwithstanding any provision of this Section 6.8 to the contrary, the Seller shall not have the Parent be entitled right to settle or concede, either administratively or after the commencement of litigation, control any Tax Contest relating Contest, to initiate any claim for refund, to file any amended return or to take any other action if, as a result of such Tax Contest, claim for refund, amended return or other action, the Taxes payable by the Buyer or any Certegy Gaming Company for a taxable period for which the Holders are required Seller is not obligated to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) Buyer or any Certegy Gaming Company pursuant to such settlement or concession, which consent will not Article X would be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right likely to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlmaterially increased.

Tax Contests. The Parent shall promptly notify (a) After the Holder Representative in writing of Closing, if any matter which may give rise Taxing Authority asserts a Tax Claim, then the party to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon this Agreement first receiving written notice of such matterTax Claim promptly shall provide written notice thereof to the other party or parties to this Agreement; provided, however, that the failure of the Parent such party to give the Holder Representative such prompt notice as provided herein will shall not relieve the Holders other party of their indemnification any of its obligations under Section 12.2 (b)this Article IX, except as to the extent that the Holders are materially other party is prejudiced by such failure. Such notice shall specify in reasonable detail the Parent’s failure basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding that relates to give Taxes of the Company or USIS for which Seller is liable pursuant to Section 9.1(a), Seller shall have the right, at its own cost and expense, to participate in and control the conduct of such prompt notice. The Holder Representative Tax Proceeding in all respects; provided, however, that Buyer shall be entitled to manageparticipate, at its own cost and expense, in the conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding Proceeding; and provided, further, that also involves Tax items Seller shall not settle, compromise or issues of the Parent abandon (or allow any of its Affiliates other than the Company to settle, compromise or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In abandon) any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide Proceeding without obtaining the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle ) if such settlement, compromise or concedeabandonment could have a material adverse impact on Buyer or any of its Affiliates (including, either administratively or after the commencement Closing, the Company and USIS) for any Post-Closing Tax Period. If Seller does not assume the defense of litigationany Tax Claim within fifteen (15) days of the day it is notified of such Tax Claim, Buyer may, at its option, defend the same in such manner as it may deem appropriate; provided, however, that Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and, at its option, Seller may participate in such Tax Claim at its own cost and expense with counsel of its own choosing and no Tax Contest shall be settled without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Except as otherwise provided in this Section 9.5(b), Buyer shall have the exclusive right to control, at its own cost and expense, any Tax Contest Proceeding of or with respect to the Company or USIS and, for the avoidance of doubt, Seller shall not have any liability with respect to such Tax Proceeding. In the event of a Tax Proceeding that involves issues relating to Taxes of the Company or USIS for which Seller is liable pursuant to Section 9.1(a) that also involves separate issues relating to Taxes for which Seller is not liable pursuant to Section 9.1(a), Buyer shall have the Holders are required right, at its cost and expense, to indemnify Parent under Section 12.2(bcontrol the Tax Proceeding, but only with respect to the latter issues. (c) unless Neither Buyer, on the one hand, nor Seller (i) or any of its Affiliates), on the Holder Representative consents (in writing) other hand, shall enter into any compromise or agree to settle any claim pursuant to any Tax Proceeding which would adversely affect the other party for such settlement year or concessiona subsequent or prior year without first obtaining the written consent of the other party, which consent will may not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The (i) Parent and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (either of them, the “Recipient”), shall promptly notify the Holder Representative other party in writing within ten (10) Business Days after receipt by the Recipient of written notice of any matter pending or threatened audit, adjustment, assessment, examination or proceeding (whether judicial or administrative) (a “Tax Audit”) which may affect the liability for Taxes of such other party or may give rise to a claim for an indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations payment under Section 12.2 7.20(b). (bii) Parent shall control all Tax Audits of Parent’s or Seller’s consolidated, combined, affiliated, or unitary Tax Returns; provided that, with respect to any such Tax Return that includes Velocity or Bolt (or any other Tax Return for which Velocity or Bolt may be liable for Taxes as a result of being part of or owned by, or ceasing to be a part of or owned by, an affiliated, combined, consolidated, unitary, or similar group on or prior to the Closing (including, for the avoidance of doubt, any Taxes imposed under Treasury Regulations Section 1.1502-6 or similar provisions of state or local Law)), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage(a) Buyer may, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of at its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, observe the defense of any such Tax Audit and the Holder Representative employ counsel of its choice in connection with any such Tax Audit and (b) Parent shall (x) keep the Parent Buyer reasonably informed with respect to all matters relating to such Tax Audit, (y) upon request of Buyer, consult with Buyer regarding the conduct of such Tax Audit, and (z) not settle, compromise or otherwise dispose of any material developments issues in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the Audit without obtaining Buyer’s prior written consent of the Parent, which consent will (not to be unreasonably withheld, conditioned conditioned, or delayed). In cases where Notwithstanding the foregoing, if, at any time prior to the completion of such Tax Contest is jointly controlledAudit, neither party Parent has adopted a plan or agreement of complete or partial liquidation or dissolution, Buyer shall control such Tax Audit, provided, that Buyer shall (A) keep Parent reasonably informed with respect to all matters relating to such Tax Audit for which Parent may have liability pursuant to this Agreement, (B) upon request of Parent, consult with Parent regarding the conduct of such Tax Audit and (C) not settle or concede, either administratively or after the commencement otherwise dispose of litigation, any issues in such Tax Contest Audit for which Parent may have liability pursuant to this Agreement without the obtaining Parent’s prior written consent of the other party, which consent shall (not to be unreasonably withheld, conditioned conditioned, or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control).

Tax Contests. The (i) Parent shall promptly notify the Holder Representative Appointed Agent promptly (but in writing any event, within ten (10) days after the receipt of such notice) upon the receipt of any matter which may give rise to a claim for indemnification against the Holders in respect notice, or becoming aware, of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedany audit, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigationexamination, or other legal proceeding with respect to Taxes of Company or any of its Subsidiaries for any Pre-Closing Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Period or Straddle Period (eachany such audit, examination, proceeding or similar event, a “Tax Contest”), unless provided however, the failure to provide notice of such Tax Contest arises in a proceeding that also involves Tax items or issues of shall not relieve the Parent Appointed Agent or any Company Equityholders of its Affiliates any obligation under this Agreement except to the extent such Person is prejudiced by such failure. (ii) The Appointed Agent shall control any such Tax Contest relating to a Pre-Closing Tax Period other than the a Straddle Period (each, a “Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event”), including the Parent shall have defense and settlement of such Company Tax Contest; provided, that the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall Appointed Agent (1) will keep the Parent reasonably informed of material developments in the progress of any such Company Tax Contest and will consider in good faith any comments of Parent, (2) provide the Parent with copies of any written all correspondence from or to the and other documents relevant Tax Authority with respect to such Company Tax Contest. Any settlement or other disposition of any Tax Contest , and (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will 3) shall not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Company Tax Contest without the prior written consent of the other party, Parent (which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned). Reasonable, out-of-pocket expenses that are incurred by the Appointed Agent in defending any Company Tax Contest shall be borne by the Company Equityholders. In no event addition, Parent will have the right to participate in the defense of any such Company Tax Contest and to employ counsel (at the expense of Parent) separate from the counsel employed by the Appointed Agent for such purpose. (iii) Parent shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, control any Tax Contest relating to Taxes for which other than a Company Tax Contest, including the Holders are required to indemnify defense and settlement of such Tax Contest; provided, that Parent under Section 12.2(b(1) unless will keep the Appointed Agent reasonably informed of the progress of any such Tax Contest and will consider in good faith any comments of the Appointed Agent, (i2) provide the Holder Representative consents (in writing) Appointed Agent with copies of all correspondence and other documents relevant to such settlement or concessionTax Contest, and (3) shall not settle such Tax Contest without the prior written consent of the Appointed Agent (which consent will shall not be unreasonably withheld, conditioned delayed, or delayed conditioned). Reasonable, out-of-pocket expenses that are incurred by Parent or (ii) Company in defending any such Tax Contest shall be borne by Parent. In addition, the Parent agrees to waive its Appointed Agent will have the right to be indemnified participate in the defense of any such Tax Contest and to employ counsel (at the expense of the Company Equityholders) separate from the counsel employed by Parent for the issue being conceded or settled. In the event such purpose. (iv) This Section 7.2(d), instead of a conflict between the provisions of this Section 8.4 and Article XII10.3, the provisions of this Section 8.4 shall controlcontrol with respect to any Tax Contest (including any Company Tax Contest).

Tax Contests. The Parent shall (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment to any member of the LabOne Indemnified Parties or ChoicePoint Indemnified Parties pursuant to Section 10.7, the Indemnified Party will promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Indemnifying Party of such matterclaim (a "Tax Claim"); provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled notice will not affect the indemnification provided hereunder except to manage, conduct and control the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any Tax auditsClaim relating to Taxes and relating to a taxable period ending on or before the date hereof or to any other taxable period in which any of the Xxxxxx Entities joined in filing any Consolidated Tax Return, examinationsChoicePoint will control all proceedings and may make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, litigationproceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. LabOne will control all proceedings and may make all decisions in connection with any Tax Claim other than a Tax Claim described in the first sentence of this Section 10.8(b) or a Tax Claim described in Section 10.8(c) (including selection of counsel). (c) ChoicePoint and LabOne will jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Tax items and issues Taxes of any of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity Xxxxxx Entities for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax ContestStraddle Period. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent Neither ChoicePoint nor LabOne will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest Claim without the prior written consent of the other party, (which consent shall not be unreasonably withheld). (d) Each of LabOne, conditioned or delayed. In no event shall the Parent be entitled to settle or concedeXxxxxx Entities and their respective Affiliates, either administratively or after on the commencement of litigationone hand, and the ChoicePoint Entities and their respective Affiliates, on the other, will cooperate in contesting any Tax Contest Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlTax Claim.

Tax Contests. The Parent (a) If a claim related to a Pre-Closing Taxable Period shall be made by any Taxing Authority which, if successful, might result in an indemnity payment to Purchaser or any 95 of its Affiliates pursuant to Section 9.2 (to the extent related to any Tax matter) or Section 10.1 (a “Tax Claim”), Purchaser shall promptly notify the Holder Representative Seller in writing of such claim (and provide copies of any matter which may give rise to a claim for indemnification against documents received from the Holders Taxing Authority in respect of Taxes pursuant to Section 12.2(bsuch claim) upon receiving written notice no later than five (5) Business Days after such Tax Claim is made. Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (bcounsel), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent but Purchaser shall have the right to participate inin such proceeding (except in the case of a Tax Claim that relates in any way to a Consolidated Tax Return), at its own expense, and consult with the Holder Representative regardingSeller shall not settle, compromise and/or concede any Tax Contest described in this paragraph portion of such proceeding that may is reasonably likely to affect the Surviving Entity Tax liability of the Purchased Subsidiaries or with respect to the Business for any periods ending taxable year (or portion thereof) beginning after the Closing Date at without the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. In no event If Seller fails to assume control of the conduct of any such proceeding within a reasonable period following the receipt by Seller of notice of such proceeding (except with respect to a Tax Claim that relates in any way to a Consolidated Tax Return), Purchaser shall have the Parent be entitled right to settle assume control of such Tax Claim but shall not settle, compromise or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to concede such settlement or concessionproceeding without Seller’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed delayed. Seller may, subject to the foregoing consent rights, with Purchaser’s participation, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Tax Liability and sxx for a refund (and be entitled to such refund if received) or contest the Tax Claim. Seller shall notify Purchaser of any material development with respect to a proceeding to the extent that Purchaser does not elect to participate in any such proceeding hereunder. (b) If a claim related to a Straddle Period or PRC Taxes shall be made by any Taxing Authority which, if successful, might result in an indemnity payment to Purchaser or any of its Affiliates pursuant to Section 9.2 (to the extent related to any Tax matter) or Section 10.1 (a “Straddle Tax Claim”), the Parties shall jointly control the conduct of any such proceeding arising out of the Straddle Tax Claim, and the Parties shall not settle, compromise and/or concede such proceeding (or portion thereof the resolution of which would result in an indemnity payment to Purchaser) without the consent of the other Party, such consent, in each case, not to be unreasonably withheld, conditioned or delayed. (c) If a claim related to a Post-Closing Taxable Period (other than in respect of PRC Taxes, which shall be governed by Section 10.4(b)) shall be made by any Taxing Authority which, if successful, might result in an indemnity payment to Purchaser or any of its Affiliates pursuant to Section 9.2 (to the extent related to any Tax matter) or Section 10.1 (a “Post-Closing Tax Claim”), Purchaser shall control all proceedings and may make all decisions taken in connection with such Post-Closing Tax Claim (including selection of counsel); provided, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of any portion of such proceeding the resolution of which would result in an indemnity payment to Purchaser, (ii) Purchaser shall consult with Seller before taking any significant action in connection with any portion of such proceeding the Parent agrees resolution of which would result in an indemnity payment to waive Purchaser, (iii) Purchaser shall consult with Seller and offer Seller a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with any portion of such proceeding the resolution of which would result in an indemnity payment to Purchaser, (iv) Purchaser shall defend such proceeding diligently and in good faith as if it were the only party in interest in connection with such 96 proceeding, (v) Seller shall be entitled to participate, at its right own expense, in any portion of such proceeding the resolution of which would result in an indemnity payment to Purchaser and (vi) Purchaser shall not settle, compromise or abandon any portion of such proceeding the resolution of which would result in an indemnity payment to Purchaser without obtaining the prior written consent of Seller, which consent shall not be indemnified for the issue being conceded unreasonably withheld, conditioned or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.

Tax Contests. The Parent (i) If any Governmental Entity issues to the Blocker, the Company or any Subsidiary of the Company (A) a notice of its intent to audit or conduct another legal Proceeding with respect to Taxes or Tax Returns of such Person for any Pre-Closing Tax Period or Straddle Period or (B) a notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, in each case including with respect to a Pre-Closing Tax Refund (or a subsequent challenge thereto), Buyer shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice its receipt of such mattercommunication from the Governmental Entity within ten (10) days of receipt; provided, however, that Buyer’s failure to so notify the Representative shall not limit any of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations of the Unitholders under Section 12.2 13A (b), except as to the extent that such failure materially prejudices the Holders are materially prejudiced by the Parent’s failure to give defense of such prompt noticematter). The Holder Representative Company shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, audit or other legal Proceeding in respect of any Taxes or Tax proceedings relating to Tax items and issues Returns of the Blocker, the Company or a Subsidiary of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”); provided, unless such however, (x) the Representative, at the Unitholders sole cost and expense, shall have the right to control any Tax Contest arises in (including the settlement or resolution thereof) to the extent it relates solely to a proceeding that also involves Pre-Closing Tax items or issues of Period (excluding any Straddle Period); (y) the Parent or any of its Affiliates other than Representative, at the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing DateUnitholders’ sole cost and expense, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect it does not control to the Surviving Entity for any periods ending after the extent it relates to a Pre-Closing Date at the Parent’s own expenseTax Period or Straddle Period; and (z) Buyer shall not, and shall not allow the Holder Representative shall keep Blocker, the Parent reasonably informed Company or any Subsidiary of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from Company, to settle, resolve, or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any abandon a Tax Contest (whether administratively or after not the commencement of litigation), which is controlled by Representative controls or participates in such Tax Contest) for a Pre-Closing Tax Period or Straddle Period without the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which Representative (such consent will not to be unreasonably withheld, conditioned delayed, or delayed. In cases where conditioned). (ii) If the Representative elects to control a Tax Contest for a Pre-Closing Tax Period, the Representative shall notify Buyer of such intent within ten (10) days of receiving notice of the Tax Contest. While it controls a Tax Contest, the Representative shall (A) control such Tax Contest is jointly controlledin good faith; (B) keep Buyer reasonably informed regarding the status of such Tax Contest; (C) allow Buyer, neither party may settle the Blocker, the Company, or concedeany Subsidiary of the Company, either administratively at Buyer’s sole cost and expense, to participate in such Tax Contest; and (d) not settle, resolve, or after the commencement of litigation, abandon any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned delayed, or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlconditioned).

Tax Contests. The Parent Purchaser shall promptly notify the Holder Representative Securityholders’ Agent in writing within ten (10) days upon the receipt of any matter notice, or becoming aware, of any audit, examination, or other legal proceeding with respect to Taxes for which the Stockholders may give rise be liable pursuant to this Agreement (a “Tax Contest”); provided, however, no failure or delay of Purchaser in providing such notice shall reduce or otherwise affect the obligations of the Stockholders pursuant to this Agreement, except to the extent that the Stockholders are materially and adversely prejudiced as a result of such failure or delay. Purchaser shall control any Tax Contest; provided, however, if a Tax Contest relates to a claim for indemnification against Pre-Closing Tax Period (excluding any Straddle Period), the Holders in respect Securityholders’ Agent shall have the right to assume control, at its own expense, of Taxes pursuant to Section 12.2(bsuch Tax Contest if within ten (10) upon days of receiving written notice of the Tax Contest the Securityholders’ Agent notifies Purchaser of its intent to take control of such matterTax Contest; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will Securityholders’ Agent shall not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and assume the control of any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises (unless otherwise consented to in writing by Purchaser) if the Tax Contest has a proceeding reasonable likelihood of resulting in indemnifiable Damages that also involves Tax items or issues would exceed the remaining balance of the Parent or any Escrow Account. If the Securityholders’ Agent assumes control of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the such Tax Contest. In any event, the Parent Purchaser shall have the right to participate inparticipate, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s its own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest, and the Securityholders’ Agent shall not settle or compromise such Tax Contest without Purchaser’s prior written consent (not to be unreasonably conditioned, withheld or delayed) and provide provided that the Parent with copies of any written correspondence from funds held in the Escrow Account are sufficient to fully satisfy such compromise or settlement. If the Securityholders’ Agent does not elect to the relevant Tax Authority with respect to control such Tax Contest. Any settlement , or other disposition of any if such Tax Contest (whether administratively or after relates to a Straddle Period, Purchaser shall control such Tax Contest, provided, that the commencement of litigation)Securityholders’ Agent shall have the right to participate, which is controlled by the Holder Representative pursuant to this paragraph at its own expense, in such Tax Contest, and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will Purchaser shall not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any compromise such Tax Contest without the Securityholders’ Agent’s prior written consent of the other party, which consent shall (not to be unreasonably withheldconditioned, conditioned withheld or delayed). In no event shall For the Parent be entitled to settle or concedeavoidance of doubt, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a that any conflict arises between the provisions of this Section 8.4 8.5 and Article XIIthe provisions of Section 10.5, the provisions of this Section 8.4 8.5 shall controlgovern.

Tax Contests. The Parent (i) Purchaser or Seller, as the case may be, shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(bother Party within twenty (20) upon receiving written notice of Business Days after receipt by such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes (“Tax Contest”) for which such other Party or its Affiliates may reasonably be expected to be responsible under this Agreement, provided, that the failure to deliver any such notice promptly will not relieve the other Party of their obligations under this Agreement, except to the extent such Party is materially prejudiced as a result thereof (ii) At its election, Parent (or Affiliate thereof) shall control any Tax Contests related to Taxes with respect to a Pre-Closing Tax Period (other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Straddle Periods). Parent shall jointly control keep Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Contest. In Parent shall, in good faith, allow Purchaser to make comments to Parent regarding the conduct of or positions taken in any event, the Parent such proceeding. Purchaser shall be entitled to fully participate in any such Tax Contest. Purchaser shall have the right to participate in, and consult with the Holder Representative regarding, consent to any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority settlement with respect to such Tax Contest. Any settlement (or other disposition abandonment of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, ) any such Tax Contest without the written consent of the other party, which (provided such consent shall not be unreasonably withheld, conditioned or delayed). In no event the case that Purchaser controls such Tax Contest because Parent conceded right to control such Tax Contest, Purchaser shall keep Parent fully and timely informed with respect to the commencement, status and nature of any such Tax Contest. Purchaser shall, in good faith, allow Parent to make comments to Purchaser regarding the conduct of or positions taken in any such proceeding. Parent shall be entitled to settle fully participate in any such Tax Contest. Purchaser (or concede, either administratively or after the commencement of litigation, an Affiliate thereof) shall control in good faith any other Tax Contest relating solely related to Taxes for which of the Holders are required Company or any Subsidiary thereof. In the case of a Tax Contest in respect of a Straddle Period, the Purchaser shall keep Parent fully and timely informed with respect to indemnify the commencement, status and nature of any such Tax Contest. Purchaser shall, in good faith, allow Parent under Section 12.2(b) unless to make comments to Purchaser regarding the conduct of or positions taken in any such proceeding. Parent shall be entitled to participate fully in any such Tax Contest. Purchaser shall not settle such Tax Contest without Parent’s prior written consent (i) the Holder Representative consents (in writing) not to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed delayed). Notwithstanding anything to the contrary in this Agreement, Parent (or (iiAffiliate thereof) shall have the Parent agrees to waive its exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be indemnified for the issue being conceded or settled. In the event entitled to participate in, any Tax Contest with respect to any Tax Return of a conflict combined, consolidated, affiliated, aggregated or unitary group of Parent (or Affiliate thereof) that includes the Company or any Subsidiary thereof. (iii) To the extent of any inconsistencies between the provisions any provision of this Section 8.4 5.08(e) and Article XIISection 8.04 in a matter principally involving Taxes, the provisions of this Section 8.4 5.08(e)) shall control.

Tax Contests. The Parent and the Company, on the one hand, and the Stockholder, on the other hand, shall promptly notify the Holder Representative in writing each other upon receipt by such Party of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; any Tax Contest. The Stockholder shall have sole control of the conduct of all Tax Contests involving income Taxes of the Company with respect to any Tax period ending on or before the Closing Date, including any settlement or compromise thereof, provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)that, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless if such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes have an adverse effect on the Company or Parent in a post-closing Tax period, the Stockholder shall keep Parent reasonably informed of the Surviving Entity in progress of any taxable period or portion thereof ending after the Closing Datesuch Tax Contest, may only be and shall provide Parent with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, right to participate in any such Tax Contest at Parent’s expense, and shall not affect any settlement or compromise without the Parent’s prior written consent of the other partyconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In no event Parent shall have sole control with respect to all other Tax Contests and shall keep the Parent be entitled Stockholder reasonably informed of the progress of any such Tax Contest, shall provide the Stockholder with the right to settle or concede, either administratively or after the commencement of litigation, participate in any such Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such at Stockholder’s expense, and shall not affect any settlement or concessioncompromise that would give rise to an indemnification obligation of the Stockholder without obtaining the Stockholder’s prior written consent thereto, which consent will shall not be unreasonably withheld, conditioned withheld or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settleddelayed. In the event of a any conflict or overlap between the provisions of this Section 8.4 9.4 and Article XII10, the provisions of this Section 8.4 9.4 shall control.

Tax Contests. The Parent Purchaser shall promptly notify the Holder Representative in writing Seller within ten (10) days of its receipt (a) of any matter which may give rise notice of any Tax Contest or (b) of a written notice threatening any Tax Contest, in each case, relating to a claim for indemnification against Pre-Closing Tax Period of the Holders in respect Company, and Seller shall have the right to control such Tax Contest at his expense and to employ counsel of Taxes pursuant his choice if such Tax Contest relates solely to Section 12.2(b) upon receiving written notice of such mattera period ending prior to the Closing Date; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Purchaser shall have the right to participate inin any such Tax Contest, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s its own expense, and the Holder Representative jointly with Seller. Seller shall keep the Parent reasonably informed notify Purchaser in writing of material developments in its election to control any such Tax Contest and provide contest within ten (10) days of his receipt of the Parent with copies notice of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of With respect to a Tax Contest which Seller elects to control, Seller shall have the right to determine, in his reasonable discretion, all issues relating to the Tax Contest; provided that (a) Seller shall not settle any Tax Contest (whether administratively or after without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, Purchaser (which consent will may not be unreasonably withheld, conditioned or delayed. In cases where the ) and (b) Seller shall use commercially reasonable efforts to defend such Tax Contest to its final conclusion. So long as Seller is jointly controlledconducting the defense in accordance with the requirements of this Section 7.4, neither party may settle or concede, either administratively or after Purchaser shall cause the commencement Company to deliver to Seller any power of litigation, attorney reasonably required to allow Seller and his counsel to represent the Company in connection with any 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 such Tax Contest. Purchaser shall control any other Tax Contests with respect to the Company, including any Tax Contest that Seller does not elect to control pursuant to this Section 7.4, and shall have the right to assume the control of any Tax Contest which Seller fails to use commercially reasonable efforts to defend, except that (a) Purchaser shall not agree to settle any such Tax Contest, which settlement will affect the taxable income or indemnification obligations of Seller with respect to Taxes, without the prior written consent of the other party, Seller (which consent shall may not be unreasonably withheld, conditioned or delayed), and (b) Purchaser shall diligently defend such Tax Contest to its final conclusion. In no event shall Seller, on the Parent be entitled one hand, and Purchaser and the Company, on the other hand, each agree to settle or concede, either administratively or after consult with and to keep the commencement other parties hereto informed on a regular basis regarding the status of litigation, any Tax Contest relating to Taxes for which the Holders are required extent that such Tax Contest relates to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlany Pre-Closing Tax Period.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Partnership Holders in respect of Taxes pursuant to Section 12.2(b) 12.2 upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Partnership Holders of their indemnification obligations under Section 12.2 (b)12.2, except as to the extent that the Partnership Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Partnership Holders are required to indemnify Parent under Section 12.2(b) 12.2 or relating to any Income Tax Return filed by the Partnership or General Partner in respect of any Pre-Closing Period (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company Partnership Parties or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be settled or disposed with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b(a) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to To the extent that the Holders are materially prejudiced Taxes paid by the Parent’s failure to give such prompt notice. The Holder Representative Company for the Pre-Closing Period (other than those items identified in Schedule 8.6) are not reserved for and reflected in the Final Working Capital, the Company shall be entitled to managewithdraw from the Escrow Amount, conduct without defense, at or prior to the filing of the Return, the amount due in excess of the reserve. (b) Parent shall prepare and control any Tax audits, examinations, appeals, litigationfile, or shall cause to be prepared and filed, all Returns required to be filed by or with respect to the Company, other than those Returns described under Section 4.6. (c) For purposes of Section 8.1(iv), in the case of any taxable period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of any taxes based on or measured by income or receipts of Company deemed to relate to a Pre-Closing Period will be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other taxes of Company for a Straddle Period which relate to a Pre-Closing Period will be deemed to be the amount of such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period. (d) Parent, the Company and the Shareholders’ Representative shall cooperate fully, as and to the extent reasonably requested, in connection with the preparation and filing of Returns pursuant to this Section 8.3 and any audit, investigation, litigation or other proceeding with respect to Taxes that may be instituted after the Closing Date. Shareholders’ Representative shall control the conduct, through counsel of Shareholders’ Representative’s own choosing at his expense (which expense shall be reimbursable from the Escrow Amount), of any audit or administrative or judicial proceeding involving any asserted Tax proceedings relating to Tax items and issues liability of the Company for which the Holders are required (any such audit or proceeding relating to indemnify Parent under Section 12.2(b) (each, an asserted Tax liability referred to herein as a “Tax Contest”)) relating solely to Pre-Closing Periods, unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the but Parent shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation)at its own expense and, which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the ParentShareholders’ Representative, which consent will not be unreasonably withheldand at its expense, conditioned or delayedmay assume control of the conduct of such Tax Contest. In cases where If Shareholders’ Representative fails to assume control of the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement conduct of litigation, any such Tax Contest without within a reasonable period following the written consent receipt by any party of notice of such Tax Contest, Parent shall have the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled right to settle or concede, either administratively or after the commencement assume control of litigation, any such Tax Contest relating and shall be able to Taxes settle, compromise and/or concede such Tax Contest in its sole discretion. Parent shall exercise the same level of client advocacy, diligence and continuity of tax positions as Parent maintains for which its own tax matters prior to the Holders are required to indemnify Parent under Section 12.2(bmerger. (e) unless (i) From and after the Holder Representative consents Closing Date, the holders of the Company Shares and Company Options shall indemnify and hold Parent harmless from and against and shall compensate and reimburse Parent for any and all Losses (in writing) to such settlement or concession, which consent will not be unreasonably withheldsubject to any dollar threshold) arising out of or in connection with any and all Taxes of the Company for all Pre-Closing Periods, conditioned or delayed which relate to an event or (ii) transaction occurring on or before the Parent agrees Closing Date, to waive its right to be indemnified the extent such Losses exceed the amount, if any, reserved for and reflected in the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlFinal Working Capital.

Tax Contests. The Parent Purchaser shall promptly notify the Holder Representative Seller in writing upon receipt of notice of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, pending or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such threatened Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase relate to Group Taxes in a Pre-Closing Period or Taxes for which Seller has an indemnification obligation under this Agreement. Seller shall control, at its expense, any Taxes such Tax Contest and employ counsel of its choice, provided however that (1) Seller shall keep Purchaser reasonably informed and consult seriously and in good faith with Purchaser and its counsel with respect to any issue relating to such Tax Contest; (2) Seller shall provide Purchaser with copies of all correspondence, notices and other written materials received from any Governmental Authorities and shall otherwise keep Purchaser and its counsel advised of significant developments in the Tax Contest and of significant communications involving representatives of the Surviving Entity in Governmental Authorities; (3) Seller shall provide Purchaser with a copy of any taxable period written submission to be sent to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or portion thereof ending after suggested revisions that Purchaser or its counsel may have with respect thereto; and (4) Seller shall not settle such Tax Contest without the Closing Date, may only be with the prior written consent of the Parent, which consent will Purchaser (not to be unreasonably withheld, conditioned or delayed). In cases where Notwithstanding anything herein to the contrary, Seller shall be entitled to control, at its expense, any Tax Contest is jointly controlled, neither party may with respect to Group Taxes involving the Company underway as of the date of this Agreement and shall be entitled to settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without in its sole discretion; provided, however, Seller shall keep Purchaser reasonably informed with respect to any issue involving the Company in such Tax Contest and Seller shall provide Purchaser with copies of all material correspondence, notices and other written consent materials received from any Governmental Authorities with respect to the Company and shall otherwise keep Purchaser advised of significant developments in the Tax Contest and of significant communications with respect to the Company involving representatives of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlGovernmental Authorities.

Tax Contests. The Parent (i) If the Buyer or any of its Affiliates receives notice of a Tax audit, controversy or other proceeding relating to the Company (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall promptly notify the Holder Representative Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in writing reasonable detail and shall include copies of any matter which may give rise to a claim for indemnification against the Holders notice or other document received from any taxing authority in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any such matter; provided, however, that Tax Contest A failure of by the Parent Buyer to give the Holder Representative such notice as provided herein will shall not relieve the Holders of their affect Xxxxx’s right to indemnification obligations under Section 12.2 (b), hereunder except as to the extent that the Holders are Seller is materially prejudiced by thereby. (ii) In the Parent’s failure case of a Tax Contest that relates to give a taxable period ending on or before the Closing Date, the Seller shall have the 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 the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of such prompt noticeTax Contest. The Holder Representative 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 be entitled to manageassume control of such Tax Contest. and Xxxxx shall not compromise, conduct and control settle or resolve any Tax auditsContest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, examinations, appeals, litigation, delayed or other Tax proceedings relating to Tax items and issues conditioned (such rights of the Company for which Seller, the Holders are required “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates to indemnify Parent under Section 12.2(b) a Straddle Period (each, a “Tax Straddle Period Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Buyer shall have the right to participate in, and consult with the Holder Representative regarding, any Tax control such Straddle Period Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or subject to the relevant Tax Authority with respect to Seller’s Rights. The Buyer shall not settle or compromise such Tax Contest. Any settlement or other disposition of any Tax Straddle Period Contest (whether administratively or after without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlconditioned.

Tax Contests. The Parent shall promptly notify (i) After the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)Closing Date, except as provided in Sections 8.2(i)(ii) and (iii), Parent shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). (ii) In the Company or that also involves Tax items or issues case of the Surviving Entity for taxable periods ending a Contest after the Closing DateDate that relates solely to Taxes for which any Tax Indemnified Buyer Party is indemnified under Section 8.2(h)(i), in which case the Holder Representative and the Parent APSLP shall jointly control the conduct of such Contest, but the relevant Tax Contest. In any event, the Parent Indemnified Buyer Party shall have the right to participate inin such Contest at its own expense, and consult with the Holder Representative regardingAPSLP shall not be able to settle, compromise and/or concede any Tax portion of such Contest described in this paragraph that may is reasonably likely to affect the Surviving Entity Tax liability of the Company or its Subsidiaries for any periods ending taxable year (or portion thereof) beginning after the Closing Date at without the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned; provided, that, that if APSLP fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by APSLP of notice of such Contest, Parent shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in its sole discretion. (iii) In no event shall the Parent be entitled to settle or concede, either administratively or case of a Contest after the commencement of litigation, any Tax Contest relating Closing Date that relates both to Taxes for which the Holders are required to indemnify Parent any Tax Indemnified Buyer Party is indemnified under Section 12.2(b8.2(h)(i) unless and Taxes for which the Tax Indemnified Buyer Parties are not indemnified under Section 8.2(h)(i), Parent shall control the conduct of such Contest, but APSLP shall have the right to participate in such Contest at its own expense (i) including by commenting on any written submissions and having such comments considered in good faith and by participating in person in any meeting in connection with any audit, administrative appeal, court proceeding or settlement discussions), and Parent shall not settle, compromise and/or concede such Contest without the Holder Representative consents (in writing) to such settlement or concessionconsent of APSLP, which consent will shall not be unreasonably withheld, conditioned or delayed or conditioned. (iiiv) the APSLP and Parent agrees to waive its right shall furnish or cause to be indemnified furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and its Subsidiaries as is reasonably requested for the issue being conceded filing of any Tax Returns and the preparation, prosecution, defense or settledconduct of any Contest. In APSLP and Parent shall reasonably cooperate with each other in the event conduct of a conflict between any Contest or other proceeding involving or otherwise relating to the provisions Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.4 and Article XII, the provisions of 8.2(i). Any information obtained under this Section 8.4 8.2(i) shall controlbe kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax proceeding.

Tax Contests. The Parent procedures set forth in this Section 6.8(f) shall govern the contest or resolution of any claim, audit, investigation or proceeding relating to Taxes of the Company (a “Tax Proceeding”). If an Indemnified Party receives notice of a Tax Proceeding, which relates to a taxable period for which the Indemnifying Party is responsible for Taxes pursuant to this Section 6.8, the party receiving such notice shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Indemnifying Party of such matterTax Proceeding; provided, however, that the failure of the Parent by an Indemnified Party to give the Holder Representative notice as provided herein will provide prompt notification shall not relieve the Holders Indemnifying Party of their its indemnification obligations under Section 12.2 (b)hereunder, except as to the extent that the Holders are Indemnifying Party is materially prejudiced by the Parent’s failure to give thereby in defending such prompt noticeTax Proceeding. The Holder Representative Seller shall be entitled to manage, conduct and control any all Tax audits, examinations, appeals, litigation, or other Tax proceedings relating Proceedings related to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after on or before the Closing Date, in which case the Holder Representative Date and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate inmake all decisions in connection with such Tax Proceedings, including, without limitation, the decision to pursue or forego any and consult all administrative appeals, proceedings, hearings and conferences with the Holder Representative regarding, any Tax Contest described authority, or to pay the Tax claimed, xxx for a refund or contest the disputed Tax in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, legally permissible manner. Buyer shall control Tax Proceedings relating to Straddle Periods and the Holder Representative shall keep the Parent reasonably informed of material developments Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Contest Proceedings with counsel of its choosing and provide at its expense. In the Parent with copies event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of any written correspondence from or to the relevant Tax Authority all major developments with respect to such Tax ContestProceedings. Any settlement Buyer shall not settle the claims or other disposition assessments that are the subject of any such Tax Contest (whether administratively or after Proceedings without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partySeller, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control.

Tax Contests. The Parent shall promptly notify a. If any taxing authority or other person asserts a tax claim, then the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon party hereto first receiving written notice of such mattertax claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such tax claim and shall include a copy of any relevant correspondence received from the taxing authority or other person. b. If, within 30 calendar days after any Seller receives or delivers, as the case may be, notice of a tax claim, Sellers provide to the Buyer an election notice, Sellers shall defend or prosecute, at their sole cost, expense and risk, such tax claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Sellers to a final determination; provided, howeverthat Sellers shall not, that failure of without the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the ParentCompany and MWFA, which consent will enter into any compromise or settlement of such tax claim that would result in any tax detriment to the Company and MWFA. So long as Sellers are defending or prosecuting a tax claim, with respect to the Company and MWFA, the Company and MWFA shall provide or cause to be provided to Sellers any information reasonably requested by Sellers relating to such tax claim and shall otherwise cooperate with Sellers and their representatives in good faith in order to contest effectively such tax claim. Sellers shall inform the Company and MWFA of all developments and events relating to such tax claim (including, without limitation, providing copies of written materials relating to such tax claim) and the Company and MWFA or its authorized representatives shall be entitled, at their expense, to attend, but not be unreasonably withheldto participate in or control, conditioned all conferences, meetings and proceedings relating to such tax claim. c. If, with respect to any tax claim, Sellers fail to deliver an election notice within the period provided in Section 13.04(b) or, after delivery of such election notice, Sellers fail diligently to defend or delayedprosecute such tax claim to a final determination, then the Company and MWFA shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of Sellers, such tax claim. In cases where The Company and MWFA shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested, the Tax Contest is jointly controlledSellers shall cooperate in good faith with the Company and MWFA and its authorized representatives in order to contest effectively such tax claim. Sellers may attend, neither party may settle but not participate in or concede, either administratively or after the commencement of litigationcontrol, any such Tax Contest without the written consent of the other partydefense, which consent shall not be unreasonably withheldprosecution, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concessioncompromise of any tax claim pursuant to this paragraph, which consent will not be unreasonably withheldand shall bear their own costs and expenses with respect thereto. d. In the case of any tax claim that is defended or prosecuted to a final determination by Sellers, conditioned Sellers shall pay to the appropriate tax indemnitees, the full amount of any tax arising or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settledresulting from such tax claim within five business days after such final determination. In the event case of any tax claim that is defended or prosecuted to a conflict between final determination by the provisions Company and MWFA pursuant to the terms of Section 13.04, Sellers shall pay to the appropriate indemnified party, together with any associated costs that have not theretofore been paid by Sellers to the Company and MWFA, within five business days after such final determination. In the case of any tax claim not covered by the two preceding sentences, Sellers shall pay to the Company and MWFA in immediately available funds the full amount of any tax arising or resulting from such tax claim (calculated after taking into account any actual reduction in the current liability for taxes of such tax indemnitee for tax arising out of or resulting from such payment or such tax claim), together with any associated costs that have not theretofore been paid by Sellers to the Company and MWFA, at least five business days before the date payment of such tax is due from any tax indemnitee. e. Notwithstanding anything contained in this Section 8.4 and Article XII13 to the contrary, the provisions rights of this Section 8.4 Sellers to defend or prosecute, or to control the defense or prosecution of, any tax claim shall controlbe no greater than those rights that the Company and MWFA would have to defend or prosecute, or to control the defense or prosecution of, such tax claim.

Tax Contests. The Parent Representative shall promptly notify have the Holder Representative in writing right to control, at its expense, the portion of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedaudit, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigationexamination, or other Tax proceedings relating to Tax items and issues administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Group Companies or Blocker Corp (each, a “Tax Contest”)) attributable to a Pre-Closing Pass-Through Tax Return; provided that, unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Purchaser shall have the right to participate inat its own expense in any such Tax Contest, and consult with the Holder Representative regarding, shall not settle or compromise any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parentwithout Purchaser’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest consent (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed). In no event Purchaser shall have the Parent be entitled right to settle or concedecontrol, either administratively or after at its own expense, the commencement portion of litigation, any Tax Contest relating attributable to Taxes for a Straddle Pass-Through Tax Return, provided that, the Representative shall have the right to participate at its own expense in any such Tax Contest, and Purchaser shall not settle or compromise any such Tax Contest without the Representative’s consent (which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will shall not be unreasonably withheld, conditioned or delayed delayed). Purchaser shall give prompt written notice of any Tax Contest with respect to a Pre-Closing Pass-Through Tax Return or (ii) Straddle Period Pass-Through Tax Return to the Parent agrees Representative and shall execute appropriate powers of attorney to waive its right the extent necessary so as to be indemnified for allow the issue being conceded Representative to control and settle or settled. In compromise or participate in any such Tax Contest to the event of a conflict between the provisions of extent required or permitted by this Section 8.4 and Article XII6.14. Notwithstanding anything to the contrary herein, Purchaser may make or require an election to push out any final partnership adjustments to the provisions partners under Section 6226(a) of this Section 8.4 shall controlthe Code (or any corresponding elections under Applicable Law) with respect to a Pass-Through Tax Return for a Pre-Closing Tax Period or Straddle Period.

Tax Contests. The Notwithstanding anything in this Agreement to the contrary, the Representative shall control the appointment and identity (including any changes) of the “partnership representative” (as defined for purposes of Section 6223(a) of the Code and the Treasury Regulations promulgated thereunder) and of any designated individual (as defined under Treasury Regulations Section 301.6223-1(b)(3)(ii)) of the Company for any taxable period ending on or prior to the Closing Date. Parent agrees to cooperate and to cause the Acquired Companies to cooperate with the Representative to the extent reasonably required after the Closing Date in connection with any audits, examinations, and administrative or judicial proceedings (including Tax contests, assessments, notices of deficiency or other adjustments or proposed adjustments) relating to a Flow-Through Tax Return or Taxes that may be reflected thereon conducted by Tax authorities with respect to any Pre-Closing Tax Period (including the applicable portion of any Straddle Period) (“Tax Contests”)). Within a reasonable time (but not more than five (5) days) after the Parent, any of the Acquired Companies or any of their respective Affiliates receives written notice of any such Tax Contest, Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement Parent shall, and shall cause the relevant Acquired Company to, provide the Representative with all necessary powers of attorney and other necessary documents and assistance to allow the Representative, at its sole cost and expense, to effectively conduct and control the defense of any Tax Contest. Parent shall (i) have the right, directly or other disposition through its designated representatives and at Parent’s sole cost and expense, to review in advance and comment upon all submissions made in the course of any Tax Contest (whether administratively or after the commencement of litigationincluding any administrative appeals thereof), which is controlled by the Holder Representative pursuant to this paragraph shall keep Parent reasonably informed regarding the progress of such Tax Contest, and which could reasonably be expected to increase the Representative shall not settle any Taxes of Tax Contest without the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will Parent (not to be unreasonably withheld, conditioned or delayed. In cases where ), and (ii) at Parent’s sole election, have the Tax Contest is jointly controlledright to require the Company, neither party may settle or concede, either administratively or after partnership representative and designated individual to make a “push out” election under Section 6226 of the commencement of litigation, Code with respect to any Liability for Taxes arising from any such Tax Contest without involving an applicable Flow-Through Tax Return, in which case the written consent former partners in the Company for U.S. federal income tax purposes shall comply with all requirements in respect of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to making such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlelection.

Tax Contests. The (a) Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to deliver a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice to Company Interest Representative (a “Tax Contest Notice”) promptly following any demand, claim, or notice of such mattercommencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Company Stockholders may be liable under applicable Law or this Agreement (“Tax Contest”); provided, however, that the failure of the Parent or delay to give the Holder notify Company Interest Representative notice as provided herein will shall not relieve the Holders Company Stockholders of their indemnification obligations under Section 12.2 (b)any obligation or liability that the Company Stockholders may have to Parent, except as to the extent that the Holders Company Stockholders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder thereby. (b) Company Interest Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings Contest solely relating to a Pre-Closing Tax items Period; provided, however, Parent, at its sole cost and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (eachexpense, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, in any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition Company Interest Representative shall (i) keep Parent reasonably informed regarding the status of any such Tax Contest Contest; (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the ii) allow Parent, which consent will at Parent’s expense, to participate in (but not be unreasonably withheldcontrol) such Tax Contest; and (iii) not settle, conditioned resolve or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, abandon any such Tax Contest without the prior written consent of the other partyParent, which consent shall not be unreasonably withheld, conditioned or delayed. In no event . (c) Parent shall control any other Tax Contest; provided, however, the Parent be entitled Company Stockholders, at their sole cost and expense, shall have the right to settle or concede, either administratively or after the commencement of litigation, participate in any Tax Contest relating to the extent it relates to Taxes for which with respect to a Straddle Period. (d) Parent shall (A) keep Company Interest Representative reasonably informed regarding the Holders are required status of such Tax Contest; (B) allow Company Interest Representative, at the expense of the Company Stockholders, to indemnify Parent under Section 12.2(bparticipate in (but not control) unless such Tax Contest; and (iC) not settle, resolve or abandon any such Tax Contest without the Holder Representative consents (in writing) to such settlement or concessionprior written consent of Company Interest Representative, which consent will shall not be unreasonably withheld, conditioned or delayed or delayed. (iie) the Parent agrees to waive its right to The procedures for all Tax Contests shall be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of governed by this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control8.4.

Tax Contests. The Parent (a) After the Closing, each of Buyer and Seller shall promptly notify the Holder Representative other in writing of any matter proposed assessment or the commencement of a Tax Proceeding or of any demand or claim with respect to Taxes, of which may give rise such Party has been informed in writing by any Taxing Authority, which would reasonably be expected to serve as a basis for a claim for indemnification against under Article 8. Such notice shall contain factual information (to the Holders extent known to Seller or Buyer, as applicable) describing the asserted Liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any such matterasserted Liability for Taxes; provided, however, that failure of the Parent to give the Holder Representative notice so notify Seller or Buyer, as provided herein will applicable, shall not relieve the Holders any Party of their indemnification its obligations under Section 12.2 (b), except as hereunder unless and to the extent that the Holders are such Party is actually and materially prejudiced by thereby. (b) In the Parent’s failure case of a Tax Proceeding with respect to give such prompt notice. The Holder Representative shall be entitled the Purchased Subsidiary that relates to manage, conduct and control any Tax audits, examinations, appeals, litigation, a taxable period ending on or other Tax proceedings relating prior to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Closing Date (each, a “Seller Tax Contest”), unless Seller shall control, at its sole expense, the conduct of such Seller Tax Contest; provided, that, subject to Section 5.13.4(d), (i) Seller shall provide Buyer with a timely and reasonably detailed account of all material developments in such Tax Proceeding and (ii) to the extent such Seller Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent could reasonably be expected to have an adverse effect on Buyer or any of its Affiliates other than (including the Company Purchased Subsidiary) for a taxable period (or that also involves Tax items or issues of the Surviving Entity for taxable periods ending portion thereof) beginning after the Closing Date, in which case the Holder Representative and the Parent Seller shall jointly control the Tax Contest. In not settle, compromise or abandon any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide Proceeding without the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the prior written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other partyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. . (c) In no event the case of a Tax Proceeding with respect to the Purchased Subsidiary that relates to a Straddle Tax Period (a “Buyer Tax Contest”), Buyer shall have the Parent be entitled right to settle or concedecontrol, either administratively or after at its sole expense, the commencement conduct of litigationsuch Buyer Tax Contest; provided, that, subject to Section 5.13.4(d), with respect to any such Buyer Tax Contest relating that would reasonably be expected to Taxes for which the Holders are required give rise to indemnify Parent under Section 12.2(b) unless an indemnification obligation of Seller pursuant to Article 8, Buyer shall (i) provide Seller with a timely and reasonably detailed account of all material developments in such Tax Proceeding and (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the Holder Representative consents (in writing) to such settlement or concessionprior written consent of Seller, which consent will shall not be unreasonably withheld, conditioned or delayed or delayed. (iid) Notwithstanding anything to the Parent agrees to waive its contrary in this Agreement, a Party shall have the exclusive right to control in all respects, and neither the other Party nor any of its Affiliates shall be indemnified for the issue being conceded entitled to participate in, any Tax Proceeding with respect to any consolidated, affiliated, fiscal, loss sharing, combined or settled. In the event similar group of which such Party or any of its Affiliates is a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlmember.

Tax Contests. The Parent After the Closing Date, the Buyer, the Company and the Sellers’ Representative, respectively, shall promptly notify (and the Holder Representative Buyer and the Company shall cause the Group Companies to) inform the other Parties in writing of the commencement of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedAction, howeverclaim, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b)audit, except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manageinvestigation, conduct and control any Tax audits, examinations, appeals, litigationexamination, or other proceeding or self-assessment with respect to a Pass-Through Income Tax proceedings relating to Return for a Tax items and issues of period ending on or before or including the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Closing Date (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues . The Sellers’ Representative shall have the right to represent the interests of the Parent Group Companies in, and control, any and all Tax Contests for any Tax period ending on or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after before the Closing Date; provided, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any eventthat, the Parent Buyer shall have the right to participate in, and consult with the Holder Representative regarding, in any such Tax Contest described in this paragraph that may affect the Surviving Entity and to employ counsel at its own expense and choice for any periods ending after the Closing Date at the Parent’s own expense, and the Holder purposes of such participation. The Sellers’ Representative shall keep the Parent Buyer reasonably informed of any such Tax Contest, shall consult with Buyer regarding the conduct of, and any material developments in positions taken in, any such Tax Contest, and shall not agree or consent to compromise or settle any such Tax Contest and provide without the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the Buyer’s prior written consent of the Parent, which consent will (not to be unreasonably withheld, conditioned or delayed). In cases where If the Sellers’ Representative does not elect to represent the interests of the Group Companies or control a Tax Contest, or the Tax Contest is jointly controlledfor a Straddle Period, neither party may then the Buyer shall represent the rights of the Group Companies in, and control, such Tax Contest; provided, that in such case the Sellers’ Representative shall have the right to participate in any such Tax Contest and to employ counsel at its own expense and choice for purposes of such participation; and provided, further, that the Buyer shall keep the Sellers’ Representative reasonably informed of any such Tax Contest, shall consult with the Sellers’ Representative regarding the conduct of, and any material positions taken in, any such Tax Contest, and shall not agree or consent to compromise or settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the Sellers’ Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (x) the Sellers’ Representative shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of the Group Companies for purposes of the Partnership Tax Audit Rules for any taxable period ending on or prior to the Closing Date and (y) the Buyer shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of the Group Companies for purposes of the Partnership Tax Audit Rules for any Straddle Period, and each Party shall reasonably cooperate (and cause their direct and indirect owners to cooperate) with the other Party in connection with the foregoing. Notwithstanding anything to the contrary herein, with respect to any taxable period of any Group Company or the Landmark Seller ending on, prior to or including the Closing Date in which the Partnership Tax Audit Rules apply, such Group Company and the Landmark Seller shall make the election under Section 6226(a) of the Code unless (x) the Sellers’ Representative has obtained the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall ), or (y) in the Parent be entitled case of any such election in connection with any Action, claim, audit, investigation, examination, or other proceeding with respect to settle or concede, either administratively or after the commencement of litigationLandmark Seller that is subject to the Partnership Tax Audit Rules, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will “imputed underpayment” would not be unreasonably withheld, conditioned economically borne in whole or delayed in part by the Buyer or (ii) the Parent agrees to waive any of its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlAffiliates.

Tax Contests. (i) The Parent Buyers shall promptly notify the Holder Representative Seller Parties in writing upon receipt by any Foreign Subsidiary of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; providedany pending or threatened federal, howeverstate, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any local or foreign Tax audits, examinations, appeals, litigation, examinations or other assessments which reasonably might affect the Tax proceedings relating to Tax items and issues Liabilities of the Company Seller Parties or any Foreign Subsidiary for which the Holders are required to indemnify Parent under Section 12.2(b) a Pre-Closing Taxable Period (each, a “Tax Contest”), unless provided that failure to provide notice of a Tax Contest shall not relieve the Seller Parties of their obligations pursuant to this Agreement, except to the extent the Seller Parties were materially prejudiced by such failure. (ii) The Buyers and their Affiliates shall afford the Seller Parties, at the Seller Parties’ expense, the right to control a Tax Contest if such Tax Contest arises in relates to Taxes for a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates Pre-Closing Taxable Period (other than a Straddle Period); provided, that the Company or that also involves Tax items or issues of Seller Parties shall consult in good faith with the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Buyers regarding any such Tax Contest. In the event that the Seller Parties do not assume control of any eventsuch Tax Contest, the Parent shall have Buyers may assume control of such Tax Contest; provided, that the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative Buyers shall keep the Parent Seller Parties reasonably informed of material developments in the details and status of such Tax Contest and provide (including providing the Parent Seller Parties with copies of any all written correspondence from or to the relevant Tax Authority with respect to regarding such Tax Contest). Any settlement Neither the Buyers nor the Seller Parties shall settle, compromise or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, concede any such Tax Contest without the written consent of the other partyother, which such written consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned. (iii) In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement case of litigation, any a Tax Contest relating that relates to Taxes for which any Straddle Period, the Holders are required to indemnify Parent under Section 12.2(b) unless (i) Buyers shall control such Tax Contest; provided, that the Holder Representative consents (in writing) Buyers shall keep the Seller Parties reasonably informed with respect to such settlement Tax Contest, and the Seller Parties shall have the right to attend or concessionparticipate in any such Tax Contest at the Seller Parties’ expense. The Buyers shall not settle, compromise or concede any such Tax Contest without the written consent of the Seller Parties, which written consent will shall not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlconditioned.

Tax Contests. The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b(a) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after After the Closing Date, in which case the Holder Representative HNC and the Parent JVOI shall jointly control the Tax Contest. In any eventconduct, the Parent shall have the right to participate inthrough counsel of their own choosing, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from audit, claim for refund, or to the relevant administrative or judicial proceeding involving any asserted Tax Authority liability or refund with respect to such Tax Contest. Any settlement the HNC Business or other disposition of any Tax Contest the Schnitzer Business relating to Pre-Closing Taxable Periods or Straddle Periods (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”). Neither HNC nor JVOI shall, and each of them shall cause its Affiliates not to, settle, compromise and/or concede any portion of such Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In no event . (b) HNC and JVOI shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Parent be entitled to settle or concede, either administratively or after HNC Business and the commencement Schnitzer Business as is reasonably requested for the filing of litigation, any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. HNC and JVOI shall reasonably cooperate with each other in the conduct of any Contest or other proceeding involving or otherwise relating to Taxes for which the Holders HNC Business or the Schnitzer Business (or their income or assets) with respect to any Tax and each party shall execute and deliver such powers of attorney and other documents as are required necessary to indemnify Parent carry out the intent of this Section 9.1(b). Any information obtained under this Section 12.2(b9.1(b) unless shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax proceeding. (c) Each of HNC and JVOI shall, and shall cause its Affiliates to: (i) use its commercially reasonable efforts to properly retain and maintain the Holder Representative consents (in writing) Tax and accounting records of the HNC Business and the Schnitzer Business that relate to Pre-Closing Taxable Periods or Straddle Periods and shall provide the other party with written notice prior to any destruction, abandonment or disposition of all or any portions of such settlement or concessionrecords, which consent will not be unreasonably withheld, conditioned or delayed or (ii) transfer such records to the Parent agrees other party upon its written request prior to waive its right any such destruction, abandonment or disposition and (iii) allow the other party and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as such other party may deem necessary or appropriate; provided, however, that in all cases, such activities are to be indemnified for conducted during normal business hours. Any information obtained under this Section 9.1(c) shall be kept confidential, except as may be otherwise necessary in connection with the issue being conceded filing of Tax Returns or settled. In in the event conduct of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlContest or other Tax proceeding.

Tax Contests. The Parent (a) Each of the Buyer and the Sellers shall promptly notify the Holder Representative other in writing upon receipt of notice of any matter pending or threatened federal, state, local or foreign Tax audits or assessments which may give rise materially affect the Tax liabilities of any Target or any Subsidiary relating to a claim for indemnification against any Pre-Closing Period or Straddle Period. (b) The Sellers shall have the Holders in respect of Taxes pursuant sole right to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure and shall represent the interests of the Parent Targets and Subsidiaries in any Tax audit or administrative or court proceeding relating to give any Tax for any Pre-Closing Tax Period (including the Holder Representative notice portion of any Straddle Period ending as provided herein will not relieve of the Holders applicable Closing Date), and the Sellers shall reimburse all out-of-pocket costs reasonably incurred by the Buyer (including reasonable fees and expenses of outside counsel) in connection therewith. The Buyer shall have the sole right to and shall represent the interests of the Targets and the Subsidiaries in any Tax audit or administrative or court proceeding relating to any Tax for any Post-Closing Tax Period (including the portion of any Straddle Period beginning after the applicable Closing Date), and to employ counsel of their indemnification obligations under Section 12.2 choice, all at the Buyer’s sole cost and expense. Notwithstanding the foregoing, (b), except as to i) the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative Sellers shall not be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concedesettle, either administratively or after the commencement of litigation, any such claim regarding Taxes with respect to any Tax Contest Return of any Target or Subsidiary that would increase the liability of the Buyer (or any Target or Subsidiary) for Taxes hereunder or that, if settled, would reasonably be expected to result in REIT II or ACC REIT ceasing to qualify as a REIT or becoming liable for Taxes under Code Sections 856(c)(7)(C), 857(b)(5), 857(b)(6), 857(b)(7), 857(f), 860(c) or 4981 without the prior written consent of the other party, which Buyer (such consent not to be unreasonably withheld or delayed); and (ii) the Buyer shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concedesettle, either administratively or after the commencement of litigation, any claim regarding Taxes with respect to any Tax Contest relating Return of any Target or Subsidiary that would increase the liability of the Sellers for Taxes hereunder without the prior written consent of the Sellers (such consent not to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned withheld or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed).

Tax Contests. The (a) If a claim shall be made by any Governmental Entity, that, if successful, could reasonably be expected to result in a payment by Parent to Purchaser under Section 8.5 for Indemnified Taxes, the Party against which such claim is made shall promptly notify the Holder Representative Parent in writing of any matter which may give rise to (a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b“Tax Notice”) upon receiving written notice of such matterclaim (a “Tax Claim”); provided, however, that that, the failure to provide such Tax Notice shall not release Parent from any of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification its obligations under Section 12.2 (b), 8.5 except as and solely to the extent that the Holders are Parent is actually and materially prejudiced by the Parent’s failure such failure. (b) With respect to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, Claim for any Tax period ending on or other Tax proceedings relating prior to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) Closing Date (each, a “Pre-Closing Tax ContestClaim”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate incontrol and conduct, or cause its designee to control and conduct, all proceedings and negotiations in connection with such Pre-Closing Tax Claim (including selection of counsel), at its sole cost and expense, and consult may, in its sole discretion, to the extent permitted by applicable Law, either pay the Tax claimed and sue for a refund or contest the Pre-Closing Tax Claim in any permissible manner; provided, that, if Parent elects, in its sole discretion, to control and conduct the proceedings and negotiations in connection with any Pre-Closing Tax Claim, Parent shall notify Purchaser in writing of its intention to control and conduct the Holder Representative regardingproceedings and negotiations in connection with such Pre-Closing Tax Claim; provided, further, that, if Parent chooses to sue for a refund or is required to pay or deposit a Tax liability prior to the resolution of a Pre-Closing Tax Claim, then it shall first pay or deposit such amount, and any Tax Contest described subsequent refund of such Taxes shall be paid over to Parent (net of any Taxes or reasonable documented out-of-pocket costs incurred by Purchaser in this paragraph that may affect connection with such refund). Purchaser or its designee shall have the Surviving Entity for any periods ending after the Closing Date right to participate, at the Parent’s its own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such proceedings and negotiations (including with counsel of its choice) in connection with any Pre-Closing Tax Contest Claim that Parent timely and provide the Parent with copies of any written correspondence from or properly elects to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative conduct and control pursuant to this paragraph Section 8.7(b), and which could Parent shall keep Purchaser reasonably be expected informed and reasonably cooperate with Purchaser and its accountants and other representatives in connection with such participation. Notwithstanding anything to increase the contrary herein, Parent shall not settle any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Pre-Closing Date, may only be with the Tax Claim without Purchaser’s written consent of the Parent, which (such consent will not to be unreasonably withheld, conditioned or delayed). In cases where the case of any proceedings and negotiations in connection with any Pre-Closing Tax Claim that Parent does not elect to control and conduct pursuant to this Section 8.7(b), Purchaser may control and conduct, or cause its designee to control and conduct, such proceedings and negotiations in good faith, and Parent shall have the right to participate, at its own expense, in such proceedings and negotiations (including with counsel of its choice), and Purchaser shall keep Parent reasonably informed (including by sharing any correspondence with any Governmental Entity with Parent) and reasonably cooperate with Parent and its accountants and other representatives in connection with such participation; provided, that, if Purchaser chooses to sue for a refund or is required to pay or deposit a Tax liability prior to the resolution of such Pre-Closing Tax Claim, then Parent shall first pay or deposit such amount, and any subsequent refund of such Taxes shall be paid over to Parent (net of any Taxes or reasonable documented out-of-pocket costs incurred by Purchaser in connection with such refund). (c) With respect to any Tax Claim for any (i) Tax period ending after the Closing Date or (ii) Straddle Period (each, a “Post-Closing Tax Claim”), Purchaser shall have the right to control and conduct, or cause its designee to control and conduct, all proceedings and negotiations in connection with such Post-Closing Tax Claim (including selection of counsel), at its sole cost and expense, and may, in its sole discretion, to the extent permitted by applicable Law, either pay the Tax Contest claimed and sue for a refund or contest the Post-Closing Tax Claim in any permissible manner; provided, that, if Purchaser elects, in its sole discretion, to control and conduct the proceedings and negotiations in connection with any Post-Closing Tax Claim, Purchaser shall notify Parent in writing of its intention to control and conduct the proceedings and negotiations in connection with such Post-Closing Tax Claim; provided, further, that, if Purchaser chooses to sue for a refund or is jointly controlledrequired to pay or deposit a Tax liability prior to the resolution of such Post-Closing Tax Claim, neither party may then Parent shall first pay or deposit such amount, and any subsequent refund of such Taxes shall be paid over to Parent (net of any Taxes or reasonable documented out-of-pocket costs incurred by Purchaser in connection with such refund). Parent or its designee shall have the right to participate, at its own expense, in such proceedings and negotiations (including with counsel of its choice) in connection with any Post-Closing Tax Claim that Purchaser timely and properly elects to conduct and control pursuant to this Section 8.7(c), and Purchaser shall keep Parent reasonably informed and reasonably cooperate with Parent and its accountants and other representatives in connection with such participation. Notwithstanding anything to the contrary herein, Purchaser shall not settle or concedeany Post-Closing Tax Claim, either administratively or after the commencement of litigation, any such Tax Contest without the Parent’s written consent of the other party, which (such consent shall not to be unreasonably withheld, conditioned or delayed). In no event the case of any proceedings and negotiations in connection with any Post-Closing Tax Claim that Purchaser does not elect to control and conduct pursuant to this Section 8.7(c), Parent may control and conduct, or cause its designee to control and conduct, such proceedings and negotiations in any permissible manner, and Purchaser shall have the right to participate, at its own expense, in such proceedings and negotiations (including with counsel of its choice), and Parent be entitled to shall keep Purchaser reasonably informed (including by sharing any correspondence with any Governmental Entity with Purchaser) and reasonably cooperate with Purchaser and its accountants and other representatives in connection with such participation; provided, that, Parent shall not settle or concede, either administratively or after the commencement of litigation, abandon any such Tax Contest relating Claim without Purchaser’s written consent (such consent not to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed delayed), and provided, further, that, if Parent chooses to sue for a refund or is required to pay a Tax liability prior to the resolution of a Post-Closing Tax Claim, then it shall first indemnify Purchaser Tax Indemnified Party for the amount of Indemnified Taxes paid, and any subsequent refund of such Taxes shall be paid over to Parent (net of any Taxes or reasonable documented out-of-pocket costs incurred by Purchaser in connection with such refund). (d) Notwithstanding anything to the contrary in this Agreement: Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Claim with respect to (i) any Tax Return of Parent or a member of a Parent Group; and (ii) any Tax Return of a consolidated, combined, unitary or similar group that includes any member of the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlGroup.

Tax Contests. The Parent (i) With respect to periods ending on or prior to the Closing Date, Shareholder shall promptly notify have the Holder Representative exclusive authority and obligation to (A) represent the Company before any Governmental Entity or any court in writing any audit, contest, Claim, proceeding or inquiry regarding the Tax consequences of the operations of the Company or which relate to the Transferred Assets (a "Tax Proceeding"), and (B) settle or contest, in its sole discretion, any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matterTax Proceeding; provided, however, that failure of the Parent Shareholder shall allow Buyer and its counsel to give the Holder Representative notice as provided herein will participate in, but not relieve the Holders of their indemnification obligations under Section 12.2 (b)control, except as any such Tax Proceeding at Buyer's sole expense; provided, further, that Shareholder shall keep Buyer fully and timely informed with respect to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to managecommencement, conduct status and control nature of any Tax audits, examinations, appeals, litigation, or other Proceedings involving any Tax proceedings relating to Tax items and issues liability of the Company for which such taxable periods; provided, further, that if the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless results of any such Tax Contest arises Proceeding involve an issue that recurs in a proceeding that also involves Tax items any taxable period of Buyer or issues of the Parent Company ending after the Closing Date or otherwise may reasonably be expected to materially and adversely affect Buyer, the Company, or any of its their respective Affiliates other than the Company for any taxable period including or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent then there shall jointly control the Tax Contest. In any eventbe no settlement, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from closing or to the relevant Tax Authority other agreement with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after thereto without the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other affected party, which consent shall not be unreasonably withheld. (ii) With respect to Straddle Periods (and, conditioned subject to Section 6.3(d)(iv) hereof, periods beginning after the Closing Date with respect to which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party pursuant to Sections 6.3(a)(i)(D), (E), (F) or delayed. In no event (J) hereof), Buyer shall have the Parent be entitled exclusive authority and obligation to (A) represent the Company in any Tax Proceeding and (B) settle or concedecontest, either administratively in its sole discretion, any such Tax Proceeding; provided, however, that Buyer shall allow Shareholder and its counsel to participate in, but not control, such Tax Proceeding with respect to which the audit adjustment, in the case of a Tax Proceeding with respect to which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party pursuant to Section 6.3(a)(i)(J) equals or exceeds $1,000,000, or the tax adjustment, in the case of a Tax Proceeding with respect to which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party pursuant to Sections 6.3(a)(i)(D), (E) or (F) equals or exceeds $25,000, at Shareholder's sole expense; provided, further, that Buyer shall keep Shareholder fully and timely informed with respect to the commencement, status and nature of any such Tax Proceeding; provided, further, that there shall be no settlement, closing or other agreement with respect to such Tax Proceeding with respect to which the audit adjustment, in the case of a Tax Proceeding with respect to which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party pursuant to Section 6.3(a)(i)(J) equals or exceeds $1,000,000, or the tax adjustment, in the case of a Tax Proceeding with respect to which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party pursuant to Sections 6.3(a)(i)(D), (E) or (F) equals or exceeds $10,000, without the consent of Shareholder, which consent shall not be unreasonably withheld; provided, further, that, in no event, shall Shareholder be permitted access to Tax information of the Company relating to periods beginning after the commencement Closing Date (other than with respect to an audited Financing Contract) or any Tax information of litigationBuyer or any of its Affiliates. (iii) Except as provided in Section 6.3(d)(ii), with respect to periods beginning after the Closing Date and Taxes described in clause (C) of Section 6.3(a)(iv), Buyer shall have the exclusive authority and obligation to (A) represent the Company in any Tax Proceeding and (B) settle or contest, in its sole discretion, any such Tax Contest relating Proceeding; provided, however, that, with respect to any such Tax Proceeding regarding any Tax for which Shareholder may reasonably be expected to be required to indemnify any Buyer Indemnified Party (an "Indemnified Proceeding"), Buyer shall keep Shareholder fully and timely informed with respect to the commencement, status and nature of any such Indemnified Proceeding; provided, further, that there shall be no settlement, closing or other agreement with respect to such Indemnified Proceeding without the consent of Shareholder, which consent shall not be unreasonably withheld. (iv) If a notice of a Tax Proceeding shall be delivered, sent, commenced or initiated, in writing, to or against any party, any of its Affiliates, or the Company (a "Notified Party") by any Governmental Entity with respect to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not other party may reasonably be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right expected to be indemnified for liable pursuant to Section 6.3(a), the issue being conceded or settled. In Notified Party shall, if informed thereof promptly, notify the event other party in writing of such Tax Proceeding; provided, however, that the failure of a conflict between party to give the provisions other party prompt notice as provided herein shall not relieve such other party of its obligations under this Section 8.4 6.3 except to the extent that such other party is actually and Article XII, the provisions of this Section 8.4 shall controlmaterially prejudiced thereby.

Tax Contests. The Parent (A) If a claim shall be made by any taxing authority (a "Tax Claim") which, if successful, might result in an indemnity payment to the Purchaser or any of its Affiliates pursuant to Section 7.4(g), Purchaser shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice Pfizer of such matterclaim; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt noticenotice shall not affect the indemnification provided hereunder except to the extent Pfizer has actually been prejudiced as a result of such failure and for this purpose, any failure to give such notice that results in Pfizer not controlling or participating in any proceeding shall be deemed to prejudice Pfizer. (B) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date or relating to a Consolidated Tax Return, Pfizer shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. The Holder Representative Purchaser shall be entitled to managebe informed of such Tax Claim within a reasonable time after such Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conduct and control any Tax auditsconference, examinations, appeals, litigation, hearing or other Tax proceedings relating to Tax items proceeding, and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Purchaser shall have the right to participate inat its own expense in the conduct of any such proceeding involving a Tax Claim which would adversely affect the Purchaser. (C) Except as otherwise provided in Section 7.4(i)(B), Pfizer and consult Purchaser shall jointly control and participate in all proceedings taken in connection with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or Claim relating to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in Conveyed Subsidiaries or any taxable period or portion thereof ending after of their Subsidiaries for any Straddle Period. Neither Pfizer nor Purchaser shall settle any such Tax Claim without the Closing Date, may only be with the prior written consent of the Parentother, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld. (D) Except as otherwise provided in Section 7.4(i)(B), conditioned or delayed. In no event Purchaser shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating control all proceedings with respect to Taxes for any taxable period beginning after the Closing Date. Pfizer shall have the right to participate at its own expense in the conduct of such proceedings involving a Tax Claim, which would adversely affect Pfizer. (E) Purchaser, the Holders are required to indemnify Parent under Section 12.2(b) unless Conveyed Subsidiaries, each of their Subsidiaries and each of their respective Affiliates, on the one hand, and Pfizer and its respective Affiliates, on the other, shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (iupon request) the Holder Representative consents (in writing) provision to the requesting party of records and information which are reasonably relevant to such settlement Tax Claim, and making employees available on a mutually convenient basis to provide additional information or concession, which consent will not be unreasonably withheld, conditioned explanation of any material provided hereunder or delayed or (ii) the Parent agrees to waive its right testify at proceedings relating to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlsuch Tax Claim.

Tax Contests. The (i) Parent shall deliver a written notice to the Stockholder Representative promptly notify the Holder Representative in writing following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of any matter of the Company Group for which the Company Equityholders may give rise to a claim for have an indemnification against the Holders in respect of Taxes obligation pursuant to Section 12.2(bthis Agreement (a “Tax Claim”) upon receiving written notice and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of such matter; the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that the failure of or delay to so notify the Parent to give the Holder Stockholder Representative notice as provided herein will shall not relieve the Holders Indemnifying Parties of their any claim of indemnification obligations under Section 12.2 (b)pursuant to this Agreement, except as to the extent that the Holders Company Equityholders are materially prejudiced thereby. (ii) With respect to Tax Claims that relate solely to a Pre-Closing Period, the Stockholder Representative may elect to assume and control the defense of such Tax Claim (at the Company Equityholders’ expense) by written notice to Parent within twenty (20) days after delivery by Parent to the Parent’s failure Stockholder Representative of the Tax Claim Notice. If the Stockholder Representative elects to give such prompt notice. The Holder assume the defense of any Tax Claim, (x) the Stockholder Representative shall be entitled to manage, conduct keep Parent reasonably informed of all material developments and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings events relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing DateClaim, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the (y) Parent shall have the right to participate in, and consult in (but not control) the defense of such Tax Claim (including participating in any discussions with the Holder applicable Governmental Entity regarding such Tax Claims) and (z) the Stockholder Representative regarding, any shall not settle or compromise such Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Claim without Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any prior written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parentconsent, which consent will not be unreasonably withheld, conditioned or delayed. . (iii) In cases where connection with any Tax Claim that the Stockholder Representative does not or cannot elect to control pursuant to Section 7.1(c)(ii), such Tax Contest is jointly controlledClaim shall be controlled by Parent; provided, neither party may that (x) Parent shall keep the Stockholder Representative reasonably informed of all material developments and events relating to such Tax Claim, (y) the Stockholder Representative shall have the right to participate in (but not control) the defense of such Tax Claim (including participating in any discussions with the applicable Governmental Entity regarding such Tax Claims), and (z) Parent shall not settle or concede, either administratively or after the commencement of litigation, compromise any such Tax Contest Claim without the prior written consent of the other partyStockholder Representative, which such consent shall not to be unreasonably unreasonable withheld, conditioned or delayed. In no event . (iv) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Claims shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of governed exclusively by this Section 8.4 and Article XII, the provisions of this Section 8.4 shall control7.1(c).

Tax Contests. The Parent shall promptly notify If, subsequent to the Holder Representative in writing Closing, Buyer or any of its Subsidiaries (including the Company and its Subsidiaries) or Affiliates receives notice of any matter which may give rise to a claim for indemnification against the Holders in respect of audit, other administrative proceeding or inquiry or judicial Action involving Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such ) relating to a Tax Contest arises in a proceeding that also involves Tax items period (or issues of the Parent portion thereof) ending on or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after prior to the Closing Date, then within twenty (20) days after receipt of such notice, Buyer shall notify the Representative in writing of such notice. If any such Tax Contest relating to a Tax period ending on or prior to the Closing Date could give rise to Taxes for which case Buyer is entitled to indemnification under Article X (taking into account the Holder limitations set forth therein), the Representative may elect to control such Tax Contest, at its own expense (on behalf of the Stockholders and Optionholders), by providing Buyer written notice of intent to control such Tax Contest within fifteen (15) days after receipt of notice from Buyer. If the Parent Representative does not provide written notice of intent to control such Tax Contest within such time period, the Representative shall jointly be deemed to have elected not to control the such Tax Contest. In any eventPrior to the Representative taking control, the Parent shall have the right to participate inBuyer shall, and consult with shall cause the Holder Representative regardingCompany or its applicable Subsidiary to, any control such Tax Contest described in this paragraph that may affect good faith. While the Surviving Entity for Representative controls any periods ending after such Tax Contest, the Closing Date at the Parent’s own expense, and the Holder Representative shall (1) keep the Parent Buyer reasonably informed regarding the status of material developments in such Tax Contest and consult in good faith with the Buyer with respect to any issue relating to such Tax Contest, (2) provide the Parent Buyer with copies of any correspondence, notices and other written correspondence material received from or to the relevant Tax any Governmental Authority with respect to such Tax Contest. Any settlement audit or other disposition of proceeding, (3) provide the Buyer with a copy of, and an opportunity to review and comment on, any written submissions made to a Governmental Authority in connection with such Tax Contest Contest, (whether administratively 4) allow the Buyer and the Company, at the Buyer’s sole cost and expense, to participate in such Tax Contest; and (5) not settle, resolve, or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, abandon any such Tax Contest without the prior written consent of the other party, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall If the Parent be entitled Representative does not elect, or is deemed to settle not elect, to control such Tax Contest, or concede, either administratively or after the commencement of litigation, with respect to any Tax Contest relating to a Straddle Period that could give rise to Taxes for which Buyer is entitled to indemnification under Article X (taking into account the Holders are required to indemnify Parent under Section 12.2(blimitations set forth therein), the Buyer shall control such Tax Contest and shall (A) unless keep the Representative reasonably informed regarding the status of such Tax Contest; (iB) not settle, resolve, or abandon any such Tax Contest without the Holder prior written consent of the Representative consents (in writing) to such settlement or concession, which consent will shall not be unreasonably withheld, conditioned or delayed delayed, and in the case of a Tax Contest relating to a Straddle Period, shall be with respect to the portion of any such Tax Contest ending on or before the Closing only); and (iiC) permit the Parent agrees Representative to waive its participate in a Tax Contest relating to a Straddle Period at the sole cost and expense of the Representative, such participation to include the right to be indemnified for receive copies of all correspondence from any Governmental Body with respect to the issue being conceded or settledTax Contest and attend meetings. In Notwithstanding the event foregoing, any failure by Buyer to provide notice of a conflict between Tax Contest shall not affect Buyer’s right to indemnification pursuant to Article X unless the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlStockholders are materially prejudiced thereby.

Tax Contests. The Parent (i) After the Closing, each of Parent, on the one hand, and Holders’ Representative, on the other hand, shall promptly notify the Holder Representative other Party in writing upon receipt from a Taxing Authority of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of any pending or threatened audit, examination, claim, dispute or controversy relating to Taxes (a “Tax Claim”) with respect to the Company Group for a Pre-Closing Tax Period or any Losses for which such matterother Party (or any of its Affiliates) could be liable pursuant to this Agreement; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. (ii) The Holder Representative shall be entitled Holders may elect, through the Holders’ Representative, at the Holders’ cost and expense, to manage, conduct control all administrative and control any Tax audits, examinations, appeals, litigation, or other Tax judicial proceedings relating to any Tax items and issues of the Company for which the Holders are required Claim with respect to indemnify Parent under Section 12.2(b) (each, a “Pre-Closing Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates Period other than a Straddle Tax Period and may select counsel for the Company or that also involves Tax items or issues conduct of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contestsuch proceedings. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder The Holders’ Representative shall keep the Parent reasonably informed of all material developments in regarding such Tax Contest Claim and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to shall not settle such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest Claim without the written consent of the other partyParent, which consent shall not be unreasonably withheld, conditioned or delayed. In no event Parent and its counsel (at Parent’s expense) may participate in (but not control the conduct of) the defense of such Tax Claim. 71 (iii) Parent shall the Parent be entitled control all administrative and judicial proceedings relating to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating Claim with respect to Taxes for which a Pre-Closing Tax Period that the Holders are required do not elect to indemnify control pursuant to Section 5.8(c)(ii) or with respect to any Straddle Tax Period. Parent under Section 12.2(bshall keep Holders’ Representative informed of all material developments regarding such Tax Claim. Holders’ Representative and its counsel (at the Holders’ expense) unless may participate in (ibut not control the conduct of) the Holder Representative consents (in writing) to defense of such settlement or concessionTax Claim. Parent shall not settle such Tax Claim without the written consent of Holders’ Representative, which consent will shall not be unreasonably withheld, conditioned or delayed delayed. (iv) Any dispute, controversy or claim between Parent and Holders’ Representative with respect to the defense of any Tax Claim, as described in this Section 5.8(c), shall be resolved pursuant to Section 5.8(i). (iiv) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a any conflict between the provisions of this Section 8.4 5.8(c), and Article XIIthe provisions of Section 8.4(a), the provisions of this Section 8.4 5.8(c), shall control.

Tax Contests. (a) The Parent Landlord shall promptly notify have the Holder Representative right, at its own expense, to contest the amount or validity, in writing whole or in part, of any matter Imposition by appropriate proceedings diligently conducted in good faith but only after payment of such Imposition unless such payment, in the Landlord's reasonable judgment, would operate as a bar to such contest or would adversely affect the Landlord's chances for success in such contest, in which event, payment of such Imposition shall be postponed if and only so long as neither the Premises nor any part thereof would by reason of such postponement or deferment be, in the reasonable judgment of the Tenant, in danger of being forfeited, lost or materially affected. Upon the termination of any proceedings, it shall be the obligation of the Landlord to pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may give rise to a claim for indemnification against have been deferred during the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice prosecution of such matter; providedproceedings, together with any costs, fees, interests, penalties or other liabilities in connection therewith. Nothing herein contained, however, that failure shall be so construed as to allow such Imposition to remain unpaid for such length of time as shall permit the Premises, or any part thereof, to be sold, taken or otherwise adversely affected by any Governmental Authority for the non-payment of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt noticesame. The Holder Representative Landlord shall be entitled promptly furnish the Tenant with copies of all proceedings and documents with regard to manageany such contest, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent Tenant shall have the right, at its expense, to participate therein. (b) The Tenant will, at the request of the Landlord reasonably cooperate in contesting the amount or validity, in whole or in part, of any Imposition. In that connection, the Tenant shall execute, within fifteen (15) days after receipt of written request therefor, any and all documents reasonably requested by the Landlord in connection with the foregoing. The Landlord shall reimburse the Tenant for all out-of-pocket expenses incurred by the Tenant (including reasonable attorney's fees) in performing its obligations under this Section 408. (c) The Tenant may contest charges payable by it if it complies with the requirements set forth in Section 408(a). In such circumstance the Landlord will, at the request of the Tenant, reasonably cooperate in the same manner and procedure as set forth in Section 408(b). The Landlord reserves the right to participate in, and consult with evaluate on a case by case basis the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes merit of the Surviving Entity Tenant's contest about the Imposition and reserves the right to refuse to cooperate in any taxable period or portion thereof ending after contesting said Imposition if, in the Closing Date, may only be with the written consent sole determination of the ParentLandlord, which consent will such contest would not be unreasonably withheld, conditioned or delayed. In cases where in the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controlpublic interest.

Tax Contests. The Parent shall After the Closing, the Buyer will promptly notify the Holder Seller Representative in writing upon the commencement of any matter which may give rise Tax audit, suit, action, or proceeding (each a “Tax Contest”) of the Seller with respect to a claim Pre-Closing Tax Period for indemnification against which the Holders in respect Seller is liable under this Agreement. Except for a Tax Contest that relates to a Straddle Tax Period, the Seller will have control over such Tax Contests, which control will include, subject to the immediately following sentence, the right to settle, compromise, and/or concede any such Tax Contest and the right to employ counsel of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; their choice at their expense, provided, however, that failure the Seller will keep the Buyer apprised of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as all developments relating to the extent that Tax Contest, will provide the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control Buyer with copies of all correspondence from any Tax audits, examinations, appeals, litigation, or other Tax proceedings Taxing Authority relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “any such Tax Contest”), unless and will conduct the defense of such Tax Contest arises diligently and in good faith. The Seller will not settle, compromise, and/or concede a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect without the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the ParentBuyer, which consent will not be unreasonably withheld, conditioned conditioned, or delayed. In cases where the case of a Tax Contest is jointly controlledthat relates to a Straddle Tax Period, neither party may settle or concedethe Buyer will control the conduct of such Tax Contest but the Seller will have the right to participate in such Tax Contest at its own expense, either administratively or after and the commencement of litigationBuyer will 4846-4639-0869 not settle, any comprise, and/or concede such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concessionSeller, which consent will not be unreasonably withheld, conditioned conditioned, or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of a conflict between the provisions of this Section 8.4 and Article XII, the provisions of this Section 8.4 shall controldelayed.