Common use of Tax Contests Clause in Contracts

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (i) If a claim shall be made by any Taxing Authority asserts any (a “Tax Claim”) which, then if successful, would reasonably be expected to result in an indemnity payment pursuant to Section 6.5(d), the indemnified party hereto first receiving notice shall promptly notify the indemnifying party in writing of such Tax Claim promptly claim (and provide copies of any documents received from the Taxing Authority in respect of such claim); provided that the failure to provide such notice shall provide written notice thereof not relieve the indemnifying party of its indemnification obligations hereunder except to the other partyextent the indemnifying party is prejudiced thereby and expenses are incurred during the period in which notice was not provided. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or . (ii) forfeited rights and defenses otherwise available With respect to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable relating to a Pre-Closing Period Conveyed Subsidiary (except or any Subsidiary thereof) for any Tax Claim attributable period ending on or before the Closing Date, to Seller Parent (or any Subsidiary thereof) for any taxable period, or with respect to, a Straddle PeriodSeller Combined Tax Return, Seller Parent shall control all Tax Proceedings and shall make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may 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 ▇▇▇ for a refund or contest the Tax Claim; provided provided, that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With Proceeding with respect to a Tax Claim attributable to Return of a Straddle PeriodConveyed Subsidiary (or any Subsidiary thereof) other than a Seller Combined Tax Return, Purchaser Seller Parent shall not settle or compromise such Tax Claim Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of Purchaser or its Subsidiaries (including the Conveyed Subsidiaries and any Subsidiary thereof after the Closing), taking into account any indemnification for Tax Liabilities under this Agreement, without Seller’s the prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of any such Tax Proceeding with respect to a Conveyed Subsidiary (or a Subsidiary thereof). , Seller and its authorized representatives Parent shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating (x) notify Purchaser of any material development with respect to any such Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Proceeding, (y) provide Purchaser with copies of any material documents submitted in connection with such Tax Claim shall take or cause Proceeding and (z) notify Purchaser regarding any material action to be taken such actions in connection by Seller Parent with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating respect to such Tax Claim. The parties shall otherwise cooperate with each other Proceeding (and each othertake Purchaser’s representatives comments into consideration in good faith faith), in order each case, solely to contest effectively the extent relating to matters or aspects of such Tax Claim including any necessary powers Proceeding that would reasonably be expected to materially increase the Tax Liability of attorney required to contest such a Conveyed Subsidiary (or a Subsidiary thereof) in a Post-Closing Tax ClaimPeriod. 9.4.3 (iii) In the case of any Tax Claim that is defended or prosecuted Proceeding relating to a Final Determination pursuant to this Section 9.4Taxes of the Conveyed Subsidiaries (and their Subsidiaries) for any Straddle Period, the party responsible for Controlling Party shall have the right and obligation to conduct such Tax pursuant to Section 5.11 Proceeding; provided that the Controlling Party shall pay (u) notify the amount Non-Controlling Party of any Tax arising or resulting from material development with respect to such Tax Claim within seven days after such Final Determination. In Proceeding, (v) provide the case Non-Controlling Party with copies of any Tax Claim not covered by the preceding sentence, the party responsible for material documents submitted in connection with such Tax pursuant to Section 5.11 shall pay Proceeding, (w) consult with the full amount of Non-Controlling Party before submitting any Tax arising written materials or resulting from such Tax Claim, at least seven (7) days before taking any significant action in connection with the date payment conduct of such Tax is due. At its electionProceeding, Seller shall pay the amount of Tax attributable to any Tax Claim directly (x) provide, to the appropriate Taxing Authority extent possible, for the Non-Controlling Party to participate in such Tax Proceeding at its own expense, (y) defend such Tax Proceeding diligently and send evidence in good faith, and (z) not settle any such Tax Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of the Non-Controlling Party or its Affiliates (taking into account any indemnification for Tax Liabilities under this Agreement), without the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Controlling Party” shall mean Seller Parent if Seller Parent and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such payment Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller Parent or Purchaser or Apache, as appropriateis not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. 9.4.1 (i) If any Taxing Authority Governmental Body asserts any Tax Claima Claim in respect of Taxes, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. Such party or parties hereto; provided, however, (A) in the case of such a notice first received by Buyer or the Company following the Closing, written notice to Shareholder shall specify in reasonable detail only be required if such notice relates to Taxes for which Shareholder could be responsible under this Agreement and (B) that the basis for failure of such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure party to give such prompt notice shall not affect relieve the indemnification other party of any of its obligations under Section 9.1.1(c)Article V, except to the extent that the Indemnifying Party shall have (i) been other party is actually prejudiced as a result of such failure or thereby. (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller Shareholder shall have the sole right to defend or prosecutecontrol, at its sole cost, expense and riskown expense, any audit, examination, contest, litigation or other proceeding by or against any Governmental Body (a “Tax Claim attributable to a Pre-Closing Period (except Proceeding”) in respect of the Company for any Tax Claim attributable to taxable period that ends on or before the Closing Date; provided, however, that (A) Shareholder shall provide Buyer with a Straddle Period); provided that in the case timely and reasonably detailed account of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified each stage of such Tax Claim that it intends Proceeding, (B) Shareholder shall consult with Buyer and offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding and Shareholder shall consider any such comments in good faith, (C) Shareholder shall defend such claim. Purchaser Tax Proceeding diligently and its authorized representatives in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) Buyer shall be entitledentitled to participate, at Purchaser’s its own expense, to attend, but not participate in or control, all conferences, meetings such Tax Proceeding and proceedings receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, and (E) Shareholder shall not settle, compromise or abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Buyer, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expensedelayed, to attendthe extent such settlements, but not participate in compromises or control, all conferences, meetings and proceedings relating to abandonments could affect any Taxes for any Post-Closing Tax Claim attributable to a Straddle Period. Any party that does not Period or otherwise adversely impact Buyer. (iii) Buyer shall have the right to defend control, at its own expense, any Tax Proceeding for a Straddle Period of the Company; provided, however, that (i) Buyer shall provide Shareholder with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Buyer shall consult with Shareholder and offer Shareholder an opportunity to comment before submitting any written materials prepared or prosecute a particular Tax Claim shall take or cause to be taken such actions furnished in connection with contesting such Tax Claim as the party defending or prosecuting Proceeding, (iii) Shareholder shall be entitled to participate in such Tax Claim Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on Shareholder, and (v) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment could reasonably request from time be expected to time. So long as Purchaser or Seller is defending or prosecuting a have an adverse impact on Shareholder. (iv) Buyer shall have the exclusive right to control (A) any Tax Claim, Seller, Purchaser or Apache Proceeding involving the Company (as appropriate) shall provide or cause to be provided any information reasonably requested except to the requesting party extent otherwise set forth in Section 4.10(b)(ii) or (iii)) and relating to (B) any Tax Proceeding described in Section 4.10(b)(ii) if Shareholder fails to, or elects not to, defend diligently such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimProceeding. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If (i) The Parties shall promptly notify one another upon receipt of any Taxing Authority asserts any Tax Claim, then the party hereto first receiving written notice of such claim, audit, examination, proceedings or other Taxes relating to Tax Claim promptly shall provide written notice thereof matters of (i) HoldCo and its Subsidiaries; or (ii) New PubCo, WWE, and WWE Subsidiaries to the other party. 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. However, failure extent it could reasonably be expected to give rise to any indemnification claim pursuant to this Section 6.14 (each, a “Tax Matter”). For the avoidance of doubt, no failure or delay in providing such notice shall not affect the indemnification obligations under Section 9.1.1(c), limit any person’s remedies in connection with this Agreement except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying prejudice faced by any other Party as a result of such failuredelay. 9.4.2 Seller (ii) HoldCo shall have the sole right to defend or prosecute, at its sole cost, expense and risk, control the conduct of any Tax Claim attributable Matter; provided, that HoldCo shall keep each of New PubCo and EDR reasonably apprised regarding its conduct of a Tax Matter, shall offer New PubCo and EDR reasonable participation rights with respect to a any Tax Matter in respect of items subject to indemnification under the terms of this Agreement, and shall not settle any Tax Matter without the prior written consent of each of New PubCo and EDR (such consent, in each case, not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything else in this Agreement or in the operating agreement of HoldCo or any of its Affiliates, (i) with respect to any Tax audit, examination, proceeding or other action relating to income Tax matters pertaining to HoldCo or its Subsidiaries in respect of Pre-Closing Period Tax Periods, after the Closing, without the prior written consent of EDR OpCo (except for any Tax Claim attributable to a Straddle Period); provided that which consent may be withheld in the case sole discretion of a Tax Claim relating EDR OpCo), in no event will HoldCo make (or cause to Apache it be made) any election under Section 6226 of the Code (ior any similar “push out” election under provisions of state, local or non-U.S. Law) acknowledges its responsibility or undertake any other alternative to provide indemnification with respect to the payment of an Imputed Underpayment, and the relevant entity shall instead pay such claim Imputed Underpayment at the entity level; and (ii) notifies Purchaser in writing within thirty (30) days no event will HoldCo or any of being notified its Affiliates be entitled to enforce any obligation of such Tax Claim EDR OpCo or any other owner of equity interests in HoldCo or its Subsidiaries that it intends was entered into prior to defend such claim. Purchaser the Closing and is not pursuant to this Agreement or any Ancillary Agreement or the Services Agreements to indemnify, reimburse, or otherwise pay to HoldCo or any of its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating Subsidiaries with respect to any such Tax Claim attributable to a or underpayment of Tax in respect of Pre-Closing Period. In Periods without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of EDR OpCo (which consent shall not may be unreasonably withheld, delayed or conditionedwithheld in EDR OpCo’s sole discretion). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If (i) The Buyer agrees to give prompt written notice to the Seller if it or any Taxing Authority asserts Buyer Indemnitee 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 an Acquired Entity (including any administrative or judicial review of any claim for refund) for which the Seller may be required to provide indemnification pursuant to this Agreement (a “Tax Contest”). (ii) The Seller shall have the right to control and defend the conduct of any Tax ClaimContest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, then for the party hereto first receiving notice avoidance of such doubt, accountants) of its choice; provided, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Claim promptly shall provide written notice thereof Contest, (B) the Buyer may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the other party. Such notice shall specify in reasonable detail defense of the basis for such Pre-Closing Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. HoweverContest, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c)including, except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available circumstances allow, having an opportunity to review any written materials prepared in connection with the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period Tax Contest and the right to attend any conferences relating thereto, and (except for C) the Seller will not settle or consent to the entry of any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification order, ruling, decision, or other similar determination or finding with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In Tax Contest without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed). Seller and its authorized representatives . (iii) The Buyer shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or prosecute a particular any Pre-Closing Tax Claim Contest for which the Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.7(i)(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 would be required to provide indemnification pursuant to this Agreement, (A) the Buyer shall take or cause keep the Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) the Seller may assume joint control and 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 be taken such actions review and comment on any written materials prepared in connection with contesting such Tax Claim as items in the party defending Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) the Buyer will not settle or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested consent to the requesting party and relating entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax Claim. The parties items in the Other Tax Contest without the prior written consent of the Seller (which consent shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimnot be unreasonably withheld, conditioned, or delayed). 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If Buyer, Seller or any Taxing Authority asserts any Tax Claim, then of their respective Affiliates receives after the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have Closing (i) been prejudiced as a result notice of such failure a Governmental Authority’s intent to audit, examine or conduct any other Proceeding with respect to Taxes or Tax Returns or (ii) forfeited rights and defenses otherwise available a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Tax Returns, in each case, that could reasonably be expected to give rise to a claim for indemnification under Article 11 or other Taxes for which the Indemnifying other would be responsible (a “Tax Contest”), such Party as a result first receiving such notice shall notify the other Party in writing of the receipt of such failurecommunication in accordance with the provisions of Section 11.4(a). 9.4.2 (b) Seller shall have control any Proceeding relating to any Tax Contest if Seller or its Affiliates would be responsible (under this Agreement or otherwise) for a majority of the sole right Taxes that would reasonably be expected to defend or prosecuteresult from such Tax Contest; provided that Buyer, at its sole costown expense, expense and risk, any Tax Claim attributable shall be entitled to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that participate in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case conduct of any such Tax Claim relating to ApacheContest, Seller shall keep Buyer reasonably informed regarding developments in such Tax Contest and Seller shall not settle or compromise any such Tax Claim Contest that would be binding on Buyer or that involves any Taxes for which Buyer would be responsible without PurchaserBuyer’s consent (which shall prior written consent, not to be unreasonably withheld, delayed conditioned or conditioneddelayed. (c) Buyer shall control all Proceedings relating to any other Tax Contest (i.e., not controlled by Seller pursuant to Section 6.4(b)); provided that, if and to the extent Seller would be responsible under this Agreement or otherwise for Taxes that would reasonably be expected to result from such settlement or compromise would have an adverse effect on Purchaser or Apache Tax Contest, then Seller, at its own expense, shall be entitled to participate in any Post-Closing Period. Purchaser the conduct of such Tax Contest, Buyer shall have the sole right to defend or prosecute, any keep Seller reasonably informed regarding developments in such Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser Contest and Buyer shall not settle or compromise any such Tax Claim Contest that would be binding on Seller or that involves any Taxes for which Seller would be responsible without Seller’s prior written consent (which consent shall consent, not to be unreasonably withheld, delayed conditioned or conditioned). Seller delayed. (d) In the event of any conflict or inconsistency between this Section 6.4 and its authorized representatives Section 11.4, the provisions of this Section 6.4 shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection govern with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested respect to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount conduct of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateContests.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice Buyer and Seller shall promptly notify each other upon receipt by such Party of such Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in reasonable detail the basis for such (a “Tax Claim and shall include a copy Notice”) of any relevant correspondence received from the Taxing Authority. Howeverinquiries, failure claims, assessments, audits or similar events with respect to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result Taxes of such failure any Purchased Subsidiary or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable Subsidiary thereof relating to a Pre-Closing Tax Period (except any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Seller shall have the right to control, at its own expense, the conduct of any Tax Contest for any Tax Claim attributable to a Straddle Periodperiod ending on or before the Closing Date, including any settlement or compromise thereof, for which Seller may be liable under Section 6.02(a); provided that in the case of a Tax Claim relating to Apache it provided, however, (i) Seller acknowledges its responsibility and agrees in writing that the indemnification provisions of Section 6.02(a) apply to provide indemnification with respect to such claim and the Taxes in dispute, (ii) notifies Purchaser in writing within thirty (30) days of being notified Seller shall keep Buyer reasonably informed as to the current status and progress of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledsettlement or defense, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, (iii) Seller shall not settle or compromise such Tax Claim not, without Purchaser’s the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned) ), settle or compromise any such Tax Contest if such settlement or compromise would have an adverse effect on Purchaser may increase the liability for Taxes of Buyer, any Purchased Subsidiary or Apache any Subsidiary thereof in any a Post-Closing Tax Period. Purchaser shall have the sole right , and (iv) with respect to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable Contest relating to a Straddle Period, Purchaser Buyer shall have the right, at its expense, to participate in such Tax Contest. If Seller elects not to control a Tax Contest for a Tax Period ending on or before the Closing Date, (i) Seller shall notify Buyer in writing within 10 days of receiving the Tax Notice relating to such Tax Contest of its election not to control such Tax Contest, (ii) Seller shall pay the amount of its liability for any cash Taxes due (after taking into account any net operating loss or other carryforwards) relating to such Tax Contest, as calculated on the date of such election, (iii) Seller shall have no further liability with respect to such Tax Contest (provided, however, that if any net operating loss or any other carryforward referenced in clause (ii) of this sentence is disallowed and, as a result of such disallowance, there is a liability of the Purchased Subsidiaries or any Subsidiary thereof for any cash Taxes, Seller promptly shall pay to Buyer the amount of such cash Taxes upon receiving written notice of such disallowance from Buyer), and (iv) Buyer shall control the conduct of such Tax Contest, shall be free to settle or compromise such Tax Claim Contest in its sole discretion, and shall have no liability to Seller in the event the actual liability for such Taxes is less than the amount paid by Seller with respect thereto. Buyer shall have the right to control, at its own expense, the conduct of any Tax Contest for any Straddle Period, including any settlement or compromise thereof; provided, however, that (i) Buyer shall keep Seller advised as to the current status and progress of such settlement or defense, (ii) Buyer shall not, without Seller’s the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned). , settle or compromise any such Tax Contest, and (iii) Seller and its authorized representatives shall be entitledhave the right, at Seller’s its expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimContest. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 (b) Seller shall have the sole right to defend or prosecutecontrol, at its sole cost, expense and riskown expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Claim attributable Proceeding”) in respect of any Trayport Company that relates solely to a Pre-taxable period that ends on or before the Closing Period Date; provided, however, that (except for i) Seller shall provide Purchasers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Seller shall consult with Purchasers and offer Purchasers an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim attributable Proceeding, (iii) Seller shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchasers shall be entitled to a Straddle Period); provided that participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, and (v) Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchasers, which consent shall not be unreasonably withheld. (c) In the case of a Tax Claim relating Proceeding for a Straddle Period of any Trayport Company, the Controlling Party shall have the right to Apache it control, at its own expense, such Tax Proceeding; provided, however, that (i) acknowledges its responsibility to the Controlling Party shall provide indemnification the Non-controlling Party with respect to a timely and reasonably detailed account of each stage of such claim and Tax Proceeding, (ii) notifies Purchaser the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in writing within thirty (30) days of being notified of connection with such Tax Claim that it intends to Proceeding, (iii) the Controlling Party shall defend such claim. Purchaser Tax Proceeding diligently and its authorized representatives in good faith as if it were the only party in interest in connection with such Tax Proceeding, (iv) the Non-controlling Party shall be entitledentitled to participate in such Tax Proceeding, at Purchaser’s its own expense, to attendif such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, but and (v) the Controlling Party shall not participate in settle, compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (consent, which consent shall not be unreasonably withheld, delayed of the Non-controlling Party if such settlement, compromise or conditioned)abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” shall mean whichever of Seller and its authorized representatives shall be entitled, at Seller’s expense, (on the one hand) or Purchasers (on the other hand) are reasonably expected to attend, but not participate in or control, all conferences, meetings and proceedings relating to any bear the greater Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions liability in connection with contesting such a Straddle Period Tax Claim as Proceeding, and “Non-controlling Party” shall mean whichever of Seller (on the party defending one hand) or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache Purchasers (as appropriateon the other hand) shall provide or cause to be provided any information reasonably requested to are not the requesting party and relating Controlling Party with respect to such Straddle Period Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimProceeding. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax Claim, then the party hereto Party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty or Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 Seller (b) Parent shall have the sole right to defend or prosecute, at its sole cost, expense and risk, control any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days any member of being notified of such Tax Claim the Education Group for any taxable period ending on or before the Closing Date, provided that it intends to defend such claim. Purchaser and its authorized representatives Parent shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, if such settlement, compromise or abandonment would bind a member of the Education Group for the Post-Closing Period. (c) In the case of a Tax Proceeding of or with respect to any member of the Education Group for any Straddle Period, Purchaser shall have the right and obligation to conduct, at its own expense, such Tax Proceeding. Seller In such case, (i) Purchaser shall provide Parent with a timely and its authorized representatives reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Purchaser shall be entitled, at Seller’s its own expense, to attend, but not participate in such Tax Proceeding and attend any meetings or controlconferences with the relevant taxing authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all conferencesrespects, meetings and proceedings relating neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of any member of the Parent Group or (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group (or any Combined Tax Return); provided, that Parent shall not settle, compromise or abandon any Tax Proceeding with respect to any Tax Claim attributable to Return described in clause (ii) above without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would bind a Straddle member of the Education Group for a Post-Closing Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax ClaimClaim in respect of the Acquired Companies, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article XIV, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 (b) Seller shall have the sole right to defend or prosecute, at its sole cost, expense and riskcontrol, any Tax Claim attributable to audit, examination, contest, litigation or other proceeding by or against any taxing authority (a Pre-Closing Period (except "TAX PROCEEDING") of the Acquired Companies for any taxable period that ends on or before the Closing Date; provided, however, that with respect to any Tax Claim attributable Proceeding solely in respect of the Acquired Companies that would reasonably be expected to have a Straddle Period); provided that in the case of a Tax Claim relating to Apache it significant adverse impact on Purchaser and its Affiliates (i) acknowledges its responsibility to provide indemnification Seller shall consult with respect to Purchaser before taking any significant action in connection with such claim Tax Proceeding and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives Seller shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding, without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Without limiting the foregoing, Seller shall consult with Purchaser before taking any significant action in connection with the Tax Proceedings involving intercompany transfer pricing between Brake Parts Canada, Inc. and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in Brake Parts Inc. or control, all conferences, meetings and proceedings relating to any related Tax Claim attributable to Proceeding. (c) In the case of a Tax Proceeding for a Straddle Period. Any party that does not Period of the Acquired Companies, Purchaser shall have the right to defend or prosecute control such Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a particular timely and reasonably detailed account of each phase of such Tax Claim Proceeding, (ii) Purchaser shall take or cause to be taken such actions consult with Seller before taking any significant action in connection with contesting such Tax Claim as the party defending Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or prosecuting furnished in connection with such Tax Claim Proceeding, (iv) Purchaser shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to defend such Tax Claim. The parties shall otherwise cooperate with each other Proceeding diligently and each other’s representatives in good faith as if it were the only party in order to contest effectively interest in connection with such Tax Claim including any necessary powers of attorney required Proceeding, (v) Seller shall be entitled to contest participate in such Tax ClaimProceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Purchaser or any of its Affiliates and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. 9.4.3 In (d) Purchaser shall have the case of right to control any Tax Claim Proceeding involving the Acquired Companies (other than a Tax Proceeding described in Section 14(b) or (c)); provided, however, that is defended Purchaser shall not settle, compromise or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for abandon any such Tax pursuant Proceeding, if such action would reasonably be expected to Section 5.11 have a significant adverse impact on Seller or any Affiliate of Seller, without obtaining the prior written consent of Seller, which consent shall pay the amount of any Tax arising not be unreasonably withheld, conditioned or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatedelayed.

Tax Contests. 9.4.1 If (a) For periods following the Closing, Buyer shall promptly notify Seller in writing of any Taxing Authority asserts proposed assessment or the commencement of any Tax Claimaudit or administrative or judicial proceeding or any demand or claim on Buyer, then its Affiliates or the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof Company that, if determined adversely to the other partytaxpayer or after the lapse of time, could be grounds for indemnification by Seller under Section 9.2 of the Asset Purchase Agreement. Such notice shall specify contain factual information (to the extent known to Buyer, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail the basis for such Tax Claim and shall include a copy copies of any relevant correspondence notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Buyer fails to give Seller prompt notice of an asserted Tax liability as required by this Section 6.22, then Seller shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the Taxing Authority. However, extent that failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except results in a detriment to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureSeller. 9.4.2 (b) In the case of a Tax audit or administrative or judicial proceeding (a “Tax Contest”) that relates solely to taxable periods ending on or before the Closing Date, Seller shall have the sole right to defend or prosecuteright, at its sole costexpense, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in control the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified conduct of such Tax Claim Contest; provided, however, that it intends if settlement of such a Tax Contest could affect Buyer’s or the Company’s liability for Taxes for which Buyer is responsible under this Agreement, such settlement shall not be agreed to defend such claim. Purchaser and its authorized representatives shall by Seller without the consent of Buyer, which consent will not be entitled, at Purchaser’s expense, to attend, but not participate in unreasonably withheld or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Perioddelayed. In the case of any such Tax Claim relating to ApacheContests covering multiple periods, including one or more taxable period ending on or before the Closing Date and one or more other taxable period beginning after the Closing Date, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right right, at its expense, to defend control the portion of such Tax Contests that relates to taxable periods ending on or prosecutebefore the Closing Date, and Buyer shall have the sole right, at its expense, to control the portion of such Tax Contests that relates to taxable periods beginning after the Closing Date; provided, however, that if settlement of all or any portion of such any such Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle PeriodContest by the party controlling it could affect Taxes for which the other party (Buyer or Seller, Purchaser as the case may be) is responsible under this Agreement, such settlement shall not settle or compromise be agreed to by the party controlling such Tax Claim Contest without Seller’s prior written the consent (of such other party, which consent shall not be unreasonably withheldwithheld or delayed. (c) With respect to Tax Contests that relate to Straddle Periods, delayed or conditioned). Seller and Buyer shall cooperate and shall jointly control such Tax Contests, each at its authorized representatives own expense. Buyer shall be entitled, at Seller’s expense, cause the Company to attend, but not participate cooperate in or control, all conferences, meetings and proceedings such Tax Contests. No Tax Contest relating to any Tax Claim attributable to a Straddle Period. Any party that does not have Period may be settled or compromised without the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, consent of both Buyer and Seller, Purchaser which consent shall not be unreasonably withheld or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax ClaimClaim in respect of the Acquired Companies, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article XIV, but the other party’s indemnity obligations shall be reduced (including the complete elimination thereof if applicable), but only to the extent of any liability under this Article XIV (or any increase thereof) incurred as a result of the delay or failure to receive such timely notice. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 (b) Seller shall have the sole and absolute right to defend control any audit, examination, contest, litigation or prosecute, at its sole cost, expense and riskother proceeding involving federal income Taxes of the Acquired Companies for all taxable periods that end on or before the Closing Date. Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any state and local taxing authority (a “Tax Claim attributable to a Pre-Closing Period (except Proceeding”) of the Acquired Companies for any Tax Claim attributable to a Straddle Period); provided taxable period that in ends on or before the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim Closing Date, provided, that it intends to defend such claim. Purchaser and its authorized representatives Seller shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) Proceeding if such settlement or compromise action would reasonably be expected to have an a significant adverse effect impact on Purchaser or Apache in any Post-Closing Period. Purchaser shall have without obtaining the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Purchaser shall promptly notify Seller and upon receipt by Purchaser or any of its authorized representatives shall be entitledSubsidiaries of notice of any claim, at Seller’s expense, to attend, but not participate in assessment or control, all conferences, meetings and proceedings dispute relating to any Tax Claim attributable Proceeding which Seller is entitled to a Straddle Period. Any party that does not have the right control under this Section 14.7(b) and shall promptly forward to defend Seller any communications received from or prosecute a particular Tax Claim shall take or cause sent to be taken such actions any taxing authority in connection with contesting any such Tax Claim as Proceeding. Notwithstanding Section 14.7(a) and the party defending or prosecuting such foregoing provisions of this Section 14.7(b), in the event that Seller is entitled to and does seek Purchaser’s consent to settle a Tax Claim and Purchaser determines that it prefers to pursue the Tax Claim further, Purchaser may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of the Tax Claim ultimately is determined to be greater than the amount for which Seller was willing to settle, Purchaser shall reasonably request from time to timebear such excess cost. So long as In the event that Purchaser or Seller is defending or prosecuting takes over control of a Tax Claim, SellerSeller shall cooperate fully with Purchaser in connection with such Tax Claim (including, Purchaser if necessary, executing or Apache (as appropriate) shall provide or cause causing to be provided any information reasonably requested executed powers-of-attorney or other documents necessary in order for Purchaser to the requesting party and relating to exercise its control over such Tax Claim. The parties ) and Purchaser shall otherwise cooperate with each other and each other’s representatives in good faith in order then be able to contest effectively settle such Tax Claim including any necessary powers without the consent of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final DeterminationSeller. In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have right to control such Tax Proceeding, provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iv) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (v) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (vi) Seller shall be entitled to participate in (but not control) such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Seller or any of its Affiliates and (vii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Seller if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (c) Subject to Sections 14.7(a) and (b), Purchaser shall have the right to control any Tax Claim Proceeding involving the Acquired Companies; provided, however, that Purchaser shall not covered by the preceding sentencesettle, the party responsible for compromise or abandon any such Tax pursuant Proceeding, if such action would reasonably be expected to have a significant adverse impact on Seller, without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Sections 14.7(a) and (b) or the foregoing provisions of this Section 5.11 shall pay 14.7(c), in the full event that Purchaser is entitled to and does seek Seller’s consent to settle a Tax Claim and Seller determines that it prefers to pursue the Tax Claim further, Seller may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of any the Tax arising Claim ultimately is determined to be greater than the amount for which Purchaser was willing to settle, Seller shall bear such excess cost. In the event that Seller takes over control of a Tax Claim, Purchaser shall cooperate fully with Seller in connection with such Tax Claim (including, if necessary, executing or resulting from causing to be executed powers-of-attorney or other documents necessary in order for Seller to exercise its control over such Tax Claim, at least seven (7) days before the date payment of and Seller shall then be able to settle such Tax is due. At its election, Seller shall pay Claim without the amount consent of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatePurchaser.

Tax Contests. 9.4.1 If any Taxing Authority asserts a claim is made in writing against any Tax ClaimIndemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, then the party hereto first receiving notice of such Tax Claim Indemnitee shall promptly shall provide written notice thereof notify Lessee in writing, provided that, without prejudice to the other party. Such notice shall specify in reasonable detail the basis any rights or claims for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall damages Lessee may have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have , the sole right failure to defend or prosecuteso notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser if requested by Lessee in writing within thirty (30) days after receipt by Lessee of being notified a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and if such contest by such Lessee in the name of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledLessee is not permissible or allowed, shall, at Purchaser’s expensethe request of Lessee, permit such Lessee to attendcontest in the name of the Tax Indemnitee and, but if such contest by Lessee in the name of the Tax Indemnitee is not participate permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or control, all conferences, meetings amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall have agreed to pay and proceedings relating shall have provided an undertaking reasonably acceptable to any such Tax Claim attributable to Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a Presatisfactory manner for all out-Closing Period. In the case of any of-pocket costs and expenses which such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions Indemnitee may incur in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claimclaim, Sellerincluding, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party without limitation, all reasonable legal and relating to such Tax Claim. The parties shall otherwise cooperate with each other accountant's fees and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers disbursements and costs of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4administrative and judicial proceedings, the party responsible for such Tax pursuant to Section 5.11 shall pay and the amount of any Tax arising interest or resulting from penalties which may be payable as a result of contesting such claim, (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Claim within seven days after Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such Final Determination. In the case payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Tax Claim not covered by the preceding sentence, the party responsible for Item of Equipment unless Lessee shall have made provision against such risk in a manner acceptable to such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from Indemnitee in its sole discretion, (iv) such Tax ClaimIndemnitee shall not have determined, at least seven (7) days before the date payment based on an opinion of such Tax Indemnitee's counsel, that such action is duereasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. At If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its electionobligations under this Section 10.3.6, Seller shall pay Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Tax Claim directly Taxes paid by such Lessee or with funds provided by Lessee prior to the appropriate Taxing Authority and send evidence receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to Purchaser this sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or Apachecredited had not been imposed; provided further, that a Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such Tax Indemnitee, provided further, however, that such Tax Indemnitee shall pay any amounts that it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as appropriateLessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the option of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, after which such Tax Indemnitee shall pay such amount to Lessee. Any Tax Indemnitee shall be entitled to settle any claim that is the subject of a contest hereunder without the consent of Lessee provided that, in so doing, such Tax Indemnitee shall waive any rights to indemnification by Lessee with respect to such settled claim and any other claim the contest of which would be precluded as a result of such settlement hereunder and shall repay to Lessee any amounts advanced to pay such contested Taxes with interest actually received in respect thereof and release any undertaking required hereunder.

Tax Contests. 9.4.1 If After the Closing Date, except as set forth in this Section 10.3(e), the Company shall control the conduct, through counsel of its own choosing, of any Taxing Authority asserts audit or administrative or judicial proceeding involving any asserted Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof liability with respect to the other partyCompany (each a “Tax Contest”). 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in In the case of a Tax Claim relating Contest after the Closing Date that relates solely to Apache it (i) acknowledges its responsibility income Taxes in Pre-Closing Tax Periods, the LLC Seller may elect to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified control the conduct of such Tax Claim that it intends Contest, using counsel or accountants reasonably satisfactory to defend the Company, but the Company shall have the right to participate in such claim. Purchaser and Tax Contest at its authorized representatives shall be entitled, at Purchaser’s own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, LLC Seller shall not settle settle, compromise or compromise concede any portion of such Tax Claim Contest that could affect the income Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without Purchaser’s the written consent (of the Company, which shall consent will not be unreasonably withheld, delayed or conditioned; provided that, if the LLC Seller fails to assume control of the conduct of any such Tax Contest within thirty (30) if days following the receipt by the LLC Seller of Notice of such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser Tax Contest from the Purchaser, then the Company shall have the sole right to defend or prosecute, assume control of such Tax Contest. In the case of any Tax Claim attributable Contest relating to any Taxes in a Pre-Closing Tax Period (including any Straddle Tax Period. With respect ) that is not controlled by the LLC Seller pursuant to a this Section 10.3(e), (i) the LLC Seller shall have the right to participate in such Tax Claim attributable to a Straddle Period, Contest at the expense of the LLC Seller and (ii) the Purchaser shall not allow the Company to settle or compromise otherwise resolve such Tax Claim Contest without Seller’s the prior written consent (permission of the LLC Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitleddelayed, at Seller’s expense, in each case only to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting extent such Tax Claim as Contest could result in the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or LLC Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination being liable pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising Agreement or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateunder applicable Law.

Tax Contests. 9.4.1 (i) If any Taxing Authority asserts any a Tax Claim, then the party hereto to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 6.9, except to the extent that the other party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or . (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in In the case of a Tax Claim relating Proceeding of or with respect to Apache it an Acquired Company or its Subsidiaries for any taxable period ending on or before the Second Closing Date, Seller shall have the right to control such Tax Proceeding; provided, however, that Seller shall (ix) acknowledges its responsibility to provide indemnification keep Buyer reasonably informed with respect to such claim Tax Proceeding, (y) consult Buyer before taking any significant action in connection with such Tax Proceeding, and (iiz) notifies Purchaser in writing within thirty (30) days of being notified to the extent that a settlement or compromise of such Tax Claim that it intends Proceeding could reasonably be expected to defend such claim. Purchaser and have an adverse effect on Buyer or any of its authorized representatives shall be entitledSubsidiaries (including the Acquired Companies or any of their Subsidiaries), at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim Proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Buyer, which consent shall not be unreasonably withheld, delayed . (iii) In the case of a Tax Proceeding of or conditioned). Seller and with respect to an Acquired Company or its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to Subsidiaries for any Tax Claim attributable to a Straddle Period. Any party that does not , Buyer shall have the right to defend or prosecute a particular control such Tax Claim Proceeding; provided, however, that Buyer shall take or cause (x) keep Seller reasonably informed with respect to be taken such actions Tax Proceeding, (y) consult Seller before taking any significant action in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax ClaimProceeding, Seller, Purchaser or Apache and (as appropriatez) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim extent that is defended a settlement or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment compromise of such Tax is due. At Proceeding could reasonably be expected to have an adverse effect on Seller or any of its electionSubsidiaries, Seller not settle or compromise such Tax Proceeding without the prior written consent of Seller, which consent shall pay not be unreasonably withheld. (iv) Buyer shall have the amount of Tax attributable exclusive right to control any Tax Claim directly to the appropriate Taxing Authority Proceeding other than any Tax Proceeding described in Section 6.9(e)(ii) and send evidence of such payment to Purchaser or Apache, as appropriateSection 6.9(e)(iii).

Tax Contests. 9.4.1 If any Taxing Authority asserts (a) Subject to Section 6.1(b), in the event of a Tax Contest concerning the amount of any Tax Claim, then the party hereto first receiving notice liability for which Semiconductor is or could be liable pursuant to this Agreement or refund due to or in respect of such Tax Claim promptly shall provide written notice thereof liability (including but not limited to the other party. Such notice shall specify Semi Spin Taxes), C-Cube hereby expressly grants to Semiconductor the authority to act on behalf of C-Cube and the Affiliated Group in reasonable detail the basis for matters related to such Tax Claim and shall include a copy liability. Subject to Section 6.1(b), the parties hereby expressly appoint (subject to the consent of any the relevant correspondence received from the Taxing Authority) Semiconductor to act as agent for the Affiliated Group in any Tax Contest related to such Tax liability. However, failure Following receipt from Harmonic of notice of the existence of such a Tax Contest and subject to give such notice shall not affect the indemnification obligations under Section 9.1.1(c6.1(b), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller Semiconductor shall have the sole right responsibility with respect to defend any such Tax Contest and shall handle such Tax Contest in a prudent and diligent manner; provided, however, that Harmonic shall be given copies of all correspondence with the relevant Taxing Authority promptly upon receipt or prosecutetransmission of such correspondence, and shall receive reasonable advance notice of and opportunity to participate in, at its sole cost, expense cost and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating pertaining to any such Tax Claim attributable Contest, and shall be consulted prior to a Pre-Closing Period. In the case making or accepting (tentatively or otherwise) of any offers to settle such Tax Claim relating Contest. No decision to Apachepursue, Seller shall not settle settle, or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, appeal any Tax Contest, Group Refund Claim attributable to a Straddle Period. With respect to a or other claim for refund of Tax Claim attributable to a Straddle Period, Purchaser related shall not settle or compromise such Tax Claim be made by Semiconductor without Seller’s the prior written consent (approval of C-Cube, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, delayed or conditioned). Seller and its authorized representatives until such time as C-Cube receives notice that the Taxing Authority intends to raise issues with respect to which Semiconductor could have liability hereunder, C-Cube shall be entitledentitled to deal directly with such Taxing Authority. Semiconductor and C-Cube shall each bear their own costs (including attorneys and accountants fees) in carrying out their responsibilities under this Section 6.1(a). (b) Semiconductor shall, at Seller’s expenseas a condition to exercising its authority under Section 6.1(a) above, acknowledge in a writing reasonably satisfactory to attend, but not participate in or control, all conferences, meetings and proceedings relating C-Cube its obligation to indemnify C-Cube on an After-Tax Basis for any Tax Claim attributable to a Straddle Periodliability arising from such Tax Contest and for which Semiconductor is liable under this Agreement. Any party that does not Harmonic shall have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as assume the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case defense of any Tax Claim Contest described in Section 6.1(a) in the event it reasonably determines that is defended or prosecuted cause exists for doing so, and Semiconductor shall reimburse Harmonic for all reasonable out of pocket costs in assuming such defense. Cause shall be deemed to exist if (i) Harmonic reasonably determines that its interests would be jeopardized by a Final Determination pursuant failure of Semiconductor to adequately defend a Tax Contest in a prudent and diligent manner (including by failure to make the acknowledgment in the first sentence of this Section 9.46.1(b)), (ii) Harmonic gives written notice of its determination, and (iii) Semiconductor fails to act within 10 days of such notice to cure the party responsible defect cited by Harmonic in such notice; provided, however, that clauses (ii) and (iii) shall not apply if and to the extent that Harmonic reasonably determines that providing such notice and awaiting Semiconductor's response would materially jeopardize Harmonic's interests. In the event Harmonic has assumed the defense of a Tax Contest for cause, Semiconductor shall reassume the defense of such Tax pursuant Contest upon providing proof reasonably satisfactory to Section 5.11 Harmonic that it shall pay adequately defend such Tax Contest and payment to Harmonic of all reasonable costs incurred in assuming such defense and defending such Tax Contest in the amount interim; provided, however, that Semiconductor shall be given no more than one opportunity to reassume the defense of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of Contest during any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatetwelve-month period.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax Claim, then the party hereto Party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty or Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in b) In the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding of or with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days any member of being notified of such the Commercial Air Group involving a Tax Claim that it intends (other than a Tax Proceeding described in Section 7.5(c) with respect to defend such claim. Purchaser and its authorized representatives shall be entitledwhich Seller has not made an election pursuant to the second sentence in Section 7.5(c)), at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right and obligation to defend or prosecuteconduct, any at its own expense, such Tax Claim attributable Proceeding; provided, however, that if the Tax Proceeding could be expected to give rise to a Straddle Period. With respect claim for indemnity against Seller (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to a comment before submitting any written materials prepared or furnished in connection with such Tax Claim attributable Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only Party in interest in connection with such Tax Proceeding, (v) Seller shall be entitled to a Straddle Periodparticipate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority, and (vi) Purchaser shall not settle settle, compromise or compromise abandon any such Tax Claim Proceeding without Seller’s obtaining the prior written consent (of Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects any Tax Proceeding with respect to (i) any Tax Return of any member of the Seller Group, (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) or (iii) any Taxes for which Seller is fully or partially responsible under Section 7.1 including any Shared Restructuring Taxes). Upon written notice to Purchaser, Seller and its authorized representatives shall be entitled, at Seller’s expense, may elect to attend, but not participate in or control, all conferences, meetings and proceedings relating to have Purchaser conduct any Tax Claim attributable Proceeding that Seller would otherwise be entitled to control under this Section 7.5(c). In the event that Seller elects to have Purchaser conduct a Straddle Period. Any party that does not have Tax Proceeding pursuant to the right to defend or prosecute a particular Tax Claim preceding sentence of this Section 7.5(c), Purchaser shall take or cause to be taken such actions in connection with contesting conduct such Tax Claim as Proceeding and the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriateprovisions of Section 7.5(b) shall provide or cause to be provided any information reasonably requested to the requesting party and relating apply with respect to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimProceeding. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If (a) After the Closing, each of the parties shall notify the other upon receipt by it of any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof any inquiries, assessments, proceedings or similar events from any Governmental Body with respect to Taxes attributable to the other party. Such notice shall specify in reasonable detail conduct of the basis Business, the ownership or operation of the Assets or the Facilities or the sale of the Products on or prior to the Closing Date for such Tax Claim which Seller and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure ▇▇▇▇▇▇ can reasonably be expected to give such notice shall not affect the indemnification obligations be liable under Section 9.1.1(c13.2 (“Tax Contest”), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller (b) Seller, at its expense, shall have the sole right to defend control the conduct of any Tax Contest arising out of an audit, examination or prosecuteassessment of the Company, including settlement or other disposition thereof; provided, however, that Seller shall allow Buyer and its counsel, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at PurchaserBuyer’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apacheproceeding; and, provided further, that Seller shall not settle enter into any settlement of any contest or otherwise compromise such any issue that can reasonably be expected to materially affect the Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed liability of Buyer or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With its affiliates with respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle the ownership or compromise such Tax Claim operation of the Assets or the Facilities or the sale of the Products after the Closing Date without Seller’s the prior written consent (of Buyer, which consent shall not be unreasonably withheldwithheld or delayed. Seller shall keep Buyer informed with respect to the commencement, delayed status and nature of any such Tax Contest. (c) Buyer shall have the right to control the conduct of any Tax Contest arising out of an audit, examination or conditioned). assessment of Buyer or its affiliates, including settlement or other disposition thereof; provided, however, that Buyer shall allow Seller and its authorized representatives shall be entitledcounsel, at Seller’s expense, to attend, but not participate in any such proceeding; and, provided further, that Buyer shall not enter into any settlement of any contest or controlotherwise compromise any issue that can reasonably be expected to materially affect the Tax liability of Seller and ▇▇▇▇▇▇ under Section 13.2 without the prior written consent of Seller, all conferenceswhich consent shall not be unreasonably withheld or delayed. Buyer shall keep Seller informed with respect to the commencement, meetings status and proceedings relating to nature of any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache Contest. (as appropriated) shall provide or cause to be provided any information reasonably requested Notwithstanding anything in this Agreement to the requesting party and relating contrary, to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers the extent that a conflict exists between the provisions of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.412.7 and the provisions of Section 13.5, the party responsible for such Tax pursuant to provisions of this Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate12.7 will govern.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty or Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VI, except to the extent that the other Party suffers actual loss or prejudice as a result of such failure or delay. Such notice shall specify in reasonable detail the basis for such Tax Claim and Claim, shall include a copy of the relevant portion of any relevant correspondence received from the Taxing AuthorityAuthority and, in the case of any notice provided by Seller or any of its Affiliates, shall specify whether any Tax Proceeding related to such Tax Claim would be a Tax Proceeding for which ▇.▇. However▇▇▇▇▇ & Co. (the “TSA Counterparty”) is the “Controlling Party” (as such term is defined in Tax Sharing Agreement, failure a “Specified Tax Proceeding”). Within five (5) Business Days of receiving notice of a Tax Claim from Purchaser or any of its Affiliates, Seller shall provide Purchaser written notice of whether any Tax Proceeding related to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as Tax Claim would be a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureSpecified Tax Proceeding. 9.4.2 Seller shall have (b) In the sole right to defend or prosecute, at its sole cost, expense and risk, any case of a Tax Claim attributable of or with respect to any of the Target Entities exclusively related to a Pre-Closing Period (except for any Tax Claim attributable to other than a Straddle Period), Seller shall, at its own cost and expense, be entitled to control any related Tax Proceeding; provided provided, that (except in the case of a Specified Tax Proceeding), Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding as it pertains to the Target Entities, the Purchased Assets, the Assumed Liabilities or the Business and (except in the case of a Tax Claim relating to Apache it Proceeding described in Section 6.6(d)) shall (i) acknowledges its responsibility to provide indemnification consult with respect to Purchaser before taking any significant action in connection with any such claim and Tax Proceeding (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) defend such Tax Proceeding diligently and in good faith. If the resolution of any such Tax Proceeding would reasonably be expected to have an adverse impact on Purchaser or conditionedany of its Affiliates (or bind Purchaser or any of its Affiliates for any Post-Closing Period). , then Purchaser shall be entitled to participate in such Tax Proceeding at Purchaser’s own cost and expense and attend any meetings or conferences with the relevant Taxing Authority. (c) In the case of a Tax Claim of or with respect to any of the Target Entities, the Purchased Assets, the Assumed Liabilities or the Business for any Straddle Period (except in the case of a Tax Proceeding described in Section 6.6(d)) that relates to matters for which Seller is liable, Purchaser shall, at its own cost and expense, be entitled to control any related Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and its authorized representatives offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith, (v) Seller shall be entitled, at Seller’s its own cost and expense, to attend, but not participate in such Tax Proceeding and attend any meetings or controlconferences with the relevant Taxing Authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, except as required by applicable Law, (i) Seller shall have the exclusive right to control in all conferencesrespects, meetings and proceedings relating neither Purchaser nor any of its Affiliates shall be entitled to participate in, any (1) Tax Proceeding with respect to any Tax Claim attributable Return exclusively of Seller and any of its Subsidiaries (other than the Target Entities); (2) Tax Proceeding with respect to a Straddle Period. Any party that does not any Combined Tax Return; or (3) Specified Tax Proceeding; and (ii) Purchaser shall have the exclusive right to defend control in all respects, and neither Seller nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (X) any Tax Return exclusively of Purchaser and any of its Subsidiaries (other than the Target Entities) or prosecute a particular (Y) any Straddle Period Combined Tax Claim shall take Return. (e) Seller shall, promptly upon receipt, provide to Purchaser all information Seller or cause any of its Affiliates receive that relate to be taken any Specified Tax Proceeding insofar as such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time information pertains to timeany Target Entity. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, If requested by Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to Seller with such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary limited powers of attorney required to contest such Tax Claim. 9.4.3 In the case as are reasonably requested of any Tax Claim that is defended or prosecuted to a Final Determination Seller by TSA Counterparty pursuant to this Section 9.4the Tax Sharing Agreement, provided that such powers of attorney shall not permit Seller, its Affiliates or TSA Counterparty (including their respective representatives) to take any action on behalf of the party responsible entity in respect of which the power of attorney is granted that, if undertaken directly by such entity or its officers or directors, would be contrary to Law. If TSA Counterparty settles a Specified Tax Proceeding in a manner that disproportionately and adversely affects a Target Entity for any Post-Closing Period relative to the other parties to such Specified Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its electionProceeding, Seller shall pay the amount of Tax indemnify Purchaser and its Affiliates (including such Target Entity) and hold Purchaser and its Affiliates (including such Target Entity) harmless from and against any Post-Closing Period Taxes and costs attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatesettlement.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax Claim, then the party hereto to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty or parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 Seller shall have (b) In the sole right to defend or prosecute, at its sole cost, expense and risk, any case of a Tax Claim attributable to Proceeding for a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification an Income Tax of any of the Transferred Companies or their respective Subsidiaries or with respect to such claim and the Transferred IP (iiother than a Tax Proceeding in respect of a Combined Tax Return or otherwise covered by Section 7.7 below) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that if such Tax Proceeding could have an adverse impact on Parent or any of its Affiliates, (i) Purchaser shall provide Parent with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Parent shall be entitled to participate in such Tax Proceeding and attend any meetings or prosecuteconferences with the relevant taxing authority, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, at its own expense and (vi) Purchaser shall not settle settle, compromise or compromise abandon any such Tax Claim Proceeding without Seller’s obtaining the prior written consent (consent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitleddelayed, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimParent. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Parties of any of its obligations under this Article VI, except to the extent that the other Parties are prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in b) In the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding of or with respect to any of the Purchased Companies for any taxable period ending on or before the Closing Date, and in the case of Pro Canadian or its Subsidiary beginning before the Closing Date, HD Supply shall have the exclusive right to control such claim and (ii) notifies Purchaser Tax Proceeding; provided, however, that Buyer shall be entitled to participate, at its own expense, in writing within thirty (30) days of being notified the conduct of such Tax Claim Proceeding and provided further, that it intends to defend such claim. Purchaser and its authorized representatives HD Supply shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) if such settlement, compromise or abandonment could have an adverse impact on Buyer or any of its Affiliates for any Post-Closing Period. (c) Except as otherwise provided in Section 6.5(b). Seller and its authorized representatives , Buyer shall be entitledhave the exclusive right to control, at Seller’s its own expense, any Tax Proceeding of or with respect to attendthe Purchased Assets or the Purchased Companies or any of their Subsidiaries, but not participate in or controlprovided, all conferenceshowever, meetings and proceedings relating that with respect to any Tax Claim attributable Proceeding relating to a Straddle Period. Any party that does not have , Sellers shall be entitled to participate, at their own expense, in the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting conduct of such Tax Claim as the party defending Proceeding and Buyer shall not settle, compromise or prosecuting abandon such Tax Claim Proceeding without obtaining the prior written consent of Sellers (which consent shall reasonably request from time to time. So long as Purchaser not be unreasonably withheld, conditioned or Seller is defending delayed) if such settlement, compromise or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimabandonment could increase Sellers’ indemnification obligations under Section 6.1. 9.4.3 (d) In the case of any a Tax Claim that is defended a notice of assessment or prosecuted reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Taxes which are subject to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax indemnification pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence6.1 (“Indemnified Taxes”), the party responsible Sellers shall, within fifteen (15) days of receipt of written notice of such claim, reimburse the applicable Tax Indemnified Party for such Tax pursuant an amount equal to Section 5.11 shall pay (a) the full amount of such Indemnified Taxes in respect of which a Governmental Authority is permitted to take collection action, or (b) the full amount that has been garnished and applied towards any Indemnified Taxes, as applicable. (e) Upon the occurrence of a Tax arising or resulting from such Tax ClaimIndemnification Event, at least seven (7i) days before to the date payment extent that the total of such Tax the amounts previously paid by the Sellers in respect of the relevant Indemnified Taxes is due. At its election, Seller shall pay less than the amount so determined to be the amount of the Indemnified Taxes, the Sellers shall forthwith (and, in any event, within fifteen (15) days of the time that the applicable Tax attributable Indemnified Party notifies the Sellers of the occurrence of the Tax Indemnification Event) pay to any such Tax Claim directly Indemnified Party the amount of the Indemnified Taxes less the total of the amounts previously paid, and (ii) to the appropriate Taxing Authority and send evidence extent that the total of the amounts previously paid by the Sellers in respect of such payment Indemnified Taxes exceeds the amount so determined to Purchaser be the amount of the Indemnified Taxes, such Tax Indemnified Party shall forthwith upon receipt or Apacheconfirmation of any refund or credit of such Indemnified Taxes (and, as appropriatein any event, within fifteen (15) days of the receipt or confirmation of such refund or credit) pay to the Sellers the amount of such refund or credit (including any interest paid or credited with respect thereto but net of any Taxes payable by the Tax Indemnified Party in respect of such refund, credit or interest).

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax Claim, then the party hereto first receiving notice of such Tax Claim shall promptly shall (and in any event within fifteen (15) Business Days) provide written notice thereof to the other partyparty or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 (b) The Seller shall have the sole right to defend or prosecutecontrol, at its sole cost, expense and riskown expense, any Income Tax Claim attributable audit, examination, contest, litigation or other proceeding by or against any taxing authority (an "Income Tax Proceeding") in respect of the Company and its Subsidiaries for any taxable period that ends on or before the Closing Date; provided, however, to the extent such Income Tax Proceeding relates to a Pre-Closing Period (except for any separate state or local Tax Claim attributable to a Straddle Period); provided that in Return of the case of a Tax Claim relating to Apache it (i) acknowledges Company or its responsibility to provide indemnification with respect to such claim Subsidiaries and (ii) if Purchaser notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim Seller that it intends reasonably believes that such Income Tax Proceeding could reasonably be expected to defend such claim. Purchaser have a material adverse effect on the Purchaser, the Company and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in Subsidiaries or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to their respective Affiliates for a PrePost-Closing Period. , Seller shall consult in good faith with Purchaser before taking any significant action in connection with such proceeding and Purchaser shall be entitled to participate, at its own expense, in such Income Tax Proceeding. (c) In the case of any such an Income Tax Claim relating to ApacheProceeding for a Straddle Period, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. the Purchaser shall have the sole right to defend or prosecutecontrol, any at its own expense, such Income Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle PeriodProceeding; provided, however, that (i) the Purchaser shall not settle consult with the Seller before taking any significant action in connection with such Income Tax Proceeding, (ii) the Purchaser shall consult with the Seller and offer the Seller an opportunity to comment before submitting any written materials prepared or compromise furnished in connection with such Income Tax Proceeding, (iii) the Purchaser shall defend such Income Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Claim without Seller’s prior Proceeding, (iv) the Seller shall be entitled to participate in such Income Tax Proceeding, at its own expense, and with the written consent of the Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed assume the entire defense of such Income Tax Proceeding, and (v) the Purchaser shall not settle, compromise or conditioned). abandon any such Income Tax Proceeding without obtaining the prior written consent of the Seller, such consent shall not be unreasonably withheld or delayed, and shall not be necessary to the extent that the Purchaser has indemnified the Seller and its authorized representatives against the effect of such settlement. (d) Except as provided in Section 7.11, the Purchaser shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend control, at its own expense, (i) any Income Tax Proceeding involving the Company or prosecute any of its Subsidiaries (other than any Income Tax Proceeding described in Section 7.10(b) or (c)), and (ii) any tax proceeding relating to Non-Income Taxes, and the Seller shall have no information, consultation, participation, consent or other rights with respect to such tax proceedings; provided, however, to the extent such Income Tax Proceeding relates to a particular separate state or local Tax Claim Return of the Company or its Subsidiaries and if Seller notifies Purchaser that it reasonably believes that such Income Tax Proceeding could reasonably be expected to have a material adverse effect on the Seller or its Affiliates for a Pre-Closing Period, Purchaser shall take or cause to be taken such actions consult with Seller in good faith before taking any significant action in connection with contesting such Income Tax Claim as the party defending or prosecuting such Tax Claim Proceeding and Seller shall reasonably request from time be entitled to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claimparticipate, at least seven (7) days before the date payment of its own expense, in such Income Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateProceeding.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts a Tax Claim shall be made in writing by a Governmental Authority, or Buyer intends to initiate any Tax Claim, then the party hereto first receiving notice that, if successful, might result in an indemnity payment pursuant to Section 8.1(a), Buyer shall notify Seller in writing of such Tax Claim promptly shall provide written notice thereof to within fifteen (15) Business Days of the other party. Such notice shall specify in reasonable detail the basis for receipt of such Tax Claim and shall include or fifteen (15) Business Days prior to initiating such Tax Claim. If notice of a copy Tax Claim is not given to Seller within such period or in detail sufficient to apprise Seller of any relevant correspondence received from the Taxing Authority. Howevernature of the Tax Claim then, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been that Seller is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available thereof, the Buyer Indemnified Parties shall not be entitled to the Indemnifying Party as a result of such failureindemnification pursuant to Section 8.1(a). 9.4.2 (b) Seller shall have the sole right to defend or prosecute, at its sole cost, expense control all proceedings and risk, may make any decisions in connection with a Tax Claim attributable which relates exclusively to a Pre-Closing Tax Period and for which Seller may be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1(a), provided Seller provides written notice of its intent to assume the defense of such claim within fifteen (except for any Tax Claim attributable 15) Business Days of the receipt of the notice required under Section 8.4(a), and acknowledges in writing its unconditional obligation to a Straddle Period); provided that in indemnify and hold harmless the case of a Tax Claim relating Buyer Indemnified Parties from and against all Taxes ultimately determined to Apache it (i) acknowledges its responsibility to provide indemnification be payable with respect to any Pre-Closing Tax Period pursuant to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified Tax Claim. In the event Seller has not assumed the defense of such Tax Claim that it intends by providing such notice and acknowledgement and subject to defend such claim. Purchaser and its authorized representatives shall be entitledSection 8.4(f), the Buyer Indemnified Parties may, at PurchaserSeller’s expense, (but only with respect to attendany Tax Claim that relates exclusively to any Pre-Closing Tax Period), assume the defense of any Tax Claim for which Seller has sole liability. If Seller does not assume the defense of any Tax Claim or such Tax Claim does not relate exclusively to any Pre-Closing Tax Period, the Buyer Indemnified Parties may defend the same in such manner as it may deem appropriate, including, but not participate in or controllimited to, all conferencessettling, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In provided, however, that the case of any such Tax Claim relating to Apache, Seller Buyer Indemnified Parties shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Seller (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Seller . (c) Notwithstanding Section 8.4(b) and its authorized representatives shall be entitledexcept as provided in Section 8.4(f), at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings the event of a Tax Claim that involves issues (A) relating to any a potential adjustment for which Seller has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Buyer Indemnified Parties, solely to the extent permitted by applicable Law, (x) Seller shall have the right at its expense to control the Tax Claim attributable but only with respect to a Straddle Period. Any party the former issues and (y) the Buyer Indemnified Parties shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (d) Except as provided in Section 8.4(f), with respect to all other Tax Claims, Buyer (or the Company that does not is directly or indirectly affected by such Tax Claim) shall have the right to defend or prosecute a particular control the conduct of such proceedings. (e) The party that is controlling the Tax Claim pursuant to Section 8.4(b), (c) or (d) (the “Controlling Party”) shall take or cause to be taken such actions provide the non-Controlling Party with notice reasonably in advance of any proceedings in connection with contesting such Tax Claim and, except as provided in Section 8.4(f) and to the party defending or prosecuting extent permitted by Law, the non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim shall reasonably request from time (including the right to time. So long as Purchaser attend any meetings with a Governmental Authority or Seller is defending hearings or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided proceedings before any information reasonably requested Governmental Authority to the requesting party and relating extent they relate to such Tax Claim. The parties ). (f) Notwithstanding any other provision of this Agreement to the contrary, none of Buyer or any of its Affiliates shall otherwise cooperate be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates and none of Seller or any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (other than the Company); provided, however, that Seller shall notify Buyer to the extent any such Tax Claim involves any issues that could materially adversely affect Buyer or any of their Affiliates (including the Company) and will inform and discuss with each other Buyer how Seller is addressing and each other’s representatives contesting such issues and will consider and act in good faith in order with respect to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimissues. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (1) If any Taxing Governmental Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParties. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Governmental Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in 2) In the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding of or with respect to such claim and any Acquired Company or Newco for any taxable period that ends on or before the Closing Date (ii) notifies Purchaser other than a Tax Proceeding described in writing within thirty (30) days of being notified of Section 5.16(e)(4)), Parent shall have the exclusive right to control such Tax Claim Proceeding; provided, however, that it intends to defend such claim. Purchaser and its authorized representatives Parent shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and delayed) if such settlement, compromise or abandonment will have a material adverse impact on Buyer or any of its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to Affiliates for any Tax Claim attributable to a Straddle Post-Closing Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 (3) In the case of a Tax Proceeding of or with respect to any Acquired Company or Newco for any Straddle Period (other than a Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Proceeding described in Section 9.45.16(e)(4)), the party responsible for Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax pursuant to Section 5.11 Proceeding; provided, however, that (A) the Controlling Party shall pay provide the amount Non-Controlling Party with a timely and reasonably detailed account of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment each stage of such Tax is due. At its electionProceeding, Seller (B) the Controlling Party shall pay consult with the amount Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (C) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (E) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Governmental Authority and (F) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Tax attributable the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (A), (B), (C) or (E) above with respect to any Tax Claim directly to the appropriate Taxing Authority and send evidence portion of such payment Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to Purchaser affect the liability of, or Apacheotherwise have an adverse effect on, as appropriatethe Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Parent if Parent and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Buyer if Buyer and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Parent or Buyer is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. 9.4.1 If Purchaser agrees to give written notice to the Representative upon its receipt (or the receipt by any Taxing of its Affiliates) of any written notice from a Governmental Authority asserts which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by Parent or Purchaser pursuant to Article 8.2, a Tax may be sought from an Equityholder or a Tax refund or credit described in Article 8.8 (a “Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period”); provided that failure to comply with this provision will not affect Parent’s or Purchaser’s right to indemnification hereunder, unless and only to the extent that such failure results in a material prejudice to the case Equityholders. The Representative will control the contest or resolution of any Tax Claim; provided, however, that the Representative will obtain the prior written consent of Purchaser (which consent will not be unreasonably withheld, delayed, or conditioned) before entering into any settlement of a Tax Claim relating or ceasing to Apache it (i) acknowledges its responsibility defend such Tax Claim if such action would adversely impact Parent or Purchaser; provided further, that Purchaser or Parent will have the right to provide indemnification with respect to such claim and (ii) notifies Purchaser participate in writing within thirty (30) days of being notified the defense of such Tax Claim, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Purchaser or Parent, as the case may be. The Representative shall promptly notify Purchaser if the Representative decides not to control the defense or settlement of any Tax Claim that which it intends is entitled to defend such claim. control pursuant to this Section 8.4, and Purchaser and its authorized representatives or Parent shall thereupon be entitled, at Purchaser’s expense, permitted to attend, but not participate in or have the exclusive right to control, all conferences, meetings defend and proceedings relating to any settle such Tax Claim attributable Claim, and any costs and expenses of defense and investigation, including court costs and reasonable attorney’s fees, incurred or suffered by Parent or Purchaser in connection with such defense shall constitute Losses subject to a Pre-Closing Period. In indemnification under this Agreement, regardless of the case outcome of any such the Tax Claim relating and notwithstanding anything to Apachethe contrary in this Agreement (including, Seller for the avoidance of doubt, Section 8.2); provided, however, that Parent shall not settle or compromise such Tax Claim without Purchaser’s obtain the prior written consent of the Representative (which shall consent will not be unreasonably withheld, delayed or conditioned) if such before entering into any settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to of a Tax Claim attributable or ceasing to a Straddle Period, Purchaser shall not settle or compromise defend such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have if such action would adversely impact the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimEquityholders. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If a claim is made by any Taxing Authority asserts any authority which, if successful, might result in an indemnity payment pursuant to Section 9.3, the Indemnified Party will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, then however, that the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall will not affect the indemnification obligations under Section 9.1.1(c), provided hereunder except to the extent the Indemnifying Party shall have (i) has actually been prejudiced as a result of such failure failure. Notwithstanding the foregoing, nothing in this Section 9.10(a) shall be interpreted or (ii) forfeited rights and defenses otherwise available construed to extend the Indemnifying Party as a result of such failuresurvival period expiration date set forth in Section 9.7. 9.4.2 Seller shall have the sole right (b) With respect to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it income Taxes and relating to a taxable period ending on or before the Closing Date, Seller will control all proceedings and may make all decisions taken in connection with such Tax Claim (iincluding selection of counsel) acknowledges and, without limiting the foregoing, may in its responsibility to provide indemnification 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 sue for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Before taking any action with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified the conduct of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In (including the case submission of any protest, petitions, or responses to information document requests), Seller shall first consult with Buyer in good faith about such Tax Claim relating to Apacheaction. Notwithstanding the foregoing, Seller shall not settle or compromise any such Tax Claim without Purchaser’s the prior written consent of Buyer (which shall consent will not be unreasonably withheld, delayed conditioned or conditioneddelayed). (c) if such settlement or compromise would have an adverse effect on Purchaser or Apache Except as otherwise provided in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecuteSection 9.10(b), Seller and ▇▇▇▇▇ will jointly control and participate in all proceedings taken in connection with any Tax Claim attributable relating to a income Taxes of the Company for any Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not Neither Seller nor Buyer will settle or compromise any such Tax Claim without Seller’s the prior written consent of the other (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed). . (d) Each of Buyer, the Company and their respective Affiliates, on the one hand, and Seller and its authorized representatives shall be entitledAffiliates, on the other hand, will cooperate, at Seller’s expensethe request of the other, to attend, but not participate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation will include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested 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 such Tax Claim. The parties requesting party shall otherwise cooperate reimburse the party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimcooperation. 9.4.3 (e) In the case event of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to conflict between the provisions of this Section 9.49.10 and Section 7.5, the party responsible for such Tax pursuant to this Section 5.11 9.10 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatecontrol.

Tax Contests. 9.4.1 (i) If any Taxing Authority asserts Governmental Entity or third-party notifies Buyer or Seller of the existence of (i) any audit, litigation or other proceeding relating to Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or 165530988v21 Straddle Period or (ii) a deficiency in the payment of any Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or Straddle Period (each, a “Tax Claim”), then or (iii) any pending or threatened Tax audit or assessment challenging the Final Purchase Price Allocation, the Buyer or Seller, as applicable, shall give notice to the other party hereto first receiving within fifteen (15) days after receipt of written notice of the Tax Claim or challenge to the Final Purchase Price Allocation. (ii) Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates shall have sole control over any audit, litigation or other proceeding relating to Taxes or Tax Returns of Seller or any of its Affiliates which would not reasonably be expected to result in an indemnification obligation of Seller pursuant to ARTICLE 7 (a “Seller Tax Claim”). The conduct of any audit, litigation, other Proceeding or response to a deficiency notice relating to the ITC shall be governed solely by the terms of the Project Leaseback Agreement. (iii) For Tax Claims which are not Seller Tax Claims: (A) Seller, at its sole cost and expense, shall control any such Tax Claim (including the settlement or resolution thereof) relating to taxable periods ending on or before the Closing Date. Seller shall (i) control the conduct of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or good faith; (ii) forfeited rights and defenses otherwise available to keep Buyer reasonably informed regarding the Indemnifying Party as a result status of such failure. 9.4.2 Seller shall have the sole right Tax Claim; (iii) promptly deliver to defend or prosecuteBuyer, at its sole cost, expense for Buyer’s review and riskcomment, any Tax Claim attributable correspondence to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in be filed with the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Governmental Entity with respect to such claim and Tax Claim; (iiiv) notifies Purchaser in writing within thirty (30) days promptly deliver to Buyer copies of being notified of any correspondence received by Seller from a Governmental Entity with respect to such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledClaim; (v) allow Buyer, at PurchaserBuyer’s sole cost and expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In Claim; and (vi) obtain the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim if the resolution of such Tax Claim reasonably could be expected to increase the Tax liability of the Buyer for Tax periods ending on or after the Closing Date. If Buyer elects to participate in such Tax Claim at its own expense, Seller shall take such commercially reasonable actions as are requested in writing by Buyer and its authorized representatives reasonably necessary for Buyer to participate in such Tax Claim, provided, however, that such actions shall be entitlednot require Seller to incur any additional third-party costs or expenses. (B) Buyer, at Seller’s its sole cost and expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to shall control any such Tax Claim attributable relating to a Straddle Period. Any party that does not have Buyer shall (i) control the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting conduct of such Tax Claim as in good faith; (ii) keep Seller reasonably informed regarding the party defending or prosecuting status of such Tax Claim shall reasonably request from time (including any requests to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, extend any applicable statutes of limitations); (iii) promptly deliver to Seller, Purchaser or Apache (as appropriate) shall provide or cause for Seller’s review and comment, any correspondence to be provided any information reasonably requested to filed with the requesting party and relating Governmental Entity with respect to such Tax Claim. The parties ; (iv) promptly deliver to Seller copies of any correspondence received by ▇▇▇▇▇ from a Governmental Entity with respect to such Tax Claim; (v) allow Seller, at Seller’s sole cost and expense, to participate in such Tax Claim; and (vi) obtain the prior written consent of Seller (which consent shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively not be unreasonably withheld, conditioned, or delayed) before entering into any settlement of such Tax Claim including any necessary powers of attorney required or ceasing to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from defend such Tax Claim within seven days after to the extent the resolution of such Final Determination. In the case of any Tax Claim not covered by reasonably could be expected to increase the preceding sentence, Tax liability of Seller or its Affiliates or to be the party responsible for subject of an indemnification obligation of Seller under this Agreement. If Seller elects to participate in such Tax pursuant Claim at its own expense, Buyer shall take such commercially reasonable actions as are requested in writing by Seller and reasonably necessary for Seller to Section 5.11 shall pay the full amount of any Tax arising or resulting from participate in such Tax Claim, at least seven provided, however, that such actions shall not require Buyer to incur any additional third-party costs or expenses. 165530988v21 (7iv) days before To the date payment extent of such Tax is due. At its electionany conflict between Section 7.6 and this Section 5.4(b), Seller the provisions of this Section 5.4(b) shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatecontrol.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article IX, except to the extent that the other Party is materially and actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 (b) The Seller shall have the sole right to defend or prosecutecontrol, at its sole cost, expense and riskown expense, any Tax Claim attributable Proceeding relating to a Pre-Closing Period (except for any Combined Tax Claim attributable Return or Health Care Entity Education Business Return filed by the Seller pursuant to a Straddle PeriodSection 9.03(a); provided provided, however, that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable Proceeding that could reasonably be expected to affect the Tax liability of the Purchaser Group or any Education Entity or result in a Pre-Closing Period. In claim pursuant to Section 9.02 for Education Business Taxes: (i) the case Seller shall provide the Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding (including providing the Purchaser with copies of all written correspondence regarding such Tax Proceeding), (ii) the Seller shall consult with the Purchaser before taking any significant or material action in connection with such Tax Proceeding, (iii) the Seller shall consult with the Purchaser and offer the Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Seller shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Purchaser Group shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority and (vi) the Seller shall not settle, compromise or abandon any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim Proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have obtaining the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The Seller may elect in writing not to control any Tax Proceeding that the Seller otherwise has the right to control pursuant to the preceding sentence. If the Seller makes such election with respect to a Tax Proceeding, the Purchaser Group shall have the right and obligation to conduct, at its own expense, such Tax Proceeding, and the provisions of the foregoing proviso shall apply, mutatis mutandis (substituting all references therein to “ the Seller” with “ the Purchaser” or “the Purchaser Group,” as applicable, all references therein to “ the Purchaser” or “the Purchaser Group,” with “ the Seller,” and all references therein to any “Education Entity” or “Education Business Taxes” with “Health Care Entity” or “Health Care Business Taxes,” as applicable). , with respect to such Tax Proceeding. (c) The Purchaser Group shall have the sole right to control, at its own expense, any Tax Proceeding relating to (1) any Education Entity Return and (2) any Tax Return with respect to the Transferred Assets, the Assumed Liabilities or the Business other than a Combined Return or a Health Care Entity Education Business Return; provided, however, that for the avoidance of doubt, the Seller shall not have any liability with respect to any such Tax Proceeding and its authorized representatives the Purchaser Group shall indemnify the Seller for, and defend and hold the Seller harmless from and against, any and all Education Business Taxes (and any costs and expenses, including reasonable legal fees and expenses, attributable thereto) actually suffered, paid or incurred by the Seller Indemnified Parties in respect of any such Tax Proceeding. (d) Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control in all respects, and none of Parent, the Purchaser or any of their respective Affiliates shall be entitledentitled to participate in, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating any Tax Proceeding with respect to any Tax Claim attributable to a Straddle Period. Any party Return of the Health Care Entities that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested relate to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4Transferred Assets, the party responsible for such Tax Assumed Liabilities or the Business and could not reasonably be expected to result in an indemnification claim pursuant to Section 5.11 shall pay 9.02 or a Tax refund which the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax Purchaser Group would be entitled to pursuant to Section 5.11 9.07(b) and the Seller shall pay the full amount of not be required to provide any Tax arising or resulting from Person with any such Tax Claim, at least seven (7) days before the date payment Return or copy thereof in respect of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateProceeding.

Tax Contests. 9.4.1 If any Taxing Authority asserts (i) Except as contemplated by Section 5.12(b)(ii) herein, Buyer and its Affiliates shall have no rights with respect to any Tax Claim, then the party hereto first Proceeding relating to Taxes of any Parent Consolidated Group. Buyer shall notify Parent within 10 Business Days of receiving notice of such a Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in reasonable detail the basis Proceeding for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Tax Period with respect to any Business Company or the Business that could reasonably be expected to affect Parent or any of its Affiliates. Parent shall have the right to participate in any such Tax Proceeding (except for any Tax Claim attributable to a Straddle Period); provided that in the case of other than a Tax Claim Proceeding relating to Apache it Taxes of any Parent Consolidated Group) at its own expense for out-of-pocket costs, and Buyer shall, and shall cause its Affiliates to, (iA) acknowledges its responsibility to provide indemnification consider in good faith Parent’s reasonable suggestions with respect to such claim and Tax Proceeding, (iiB) notifies Purchaser in writing within thirty (30) days keep Parent reasonably informed of being notified the status of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, Proceeding (including providing Parent with copies of all conferences, meetings and proceedings relating to any written correspondence regarding such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller Proceeding) and (C) shall not settle or compromise such Tax Claim Proceeding without PurchaserParent’s consent (written consent, which shall not be unreasonably withheld, delayed or conditioned. (ii) if such settlement Parent shall notify Buyer within 10 Business Days of receiving notice of a Tax Proceeding with respect to any Business Company or compromise would have an adverse effect on Purchaser the Business that could reasonably be expected to adversely affect Buyer or Apache in any Post-Closing Periodthe treatment of the Section 338(h)(10) Elections or Section 338(g) Elections with respect to Buyer. Purchaser Buyer shall have the sole right to defend or prosecuteparticipate in any such Tax Proceeding at its own expense for out-of-pocket costs, any Tax Claim attributable to a Straddle Period. With and Parent shall, and shall cause its Affiliates to, (A) consider in good faith Buyer’s reasonable suggestions with respect to a such Tax Claim attributable to a Straddle PeriodProceeding, Purchaser shall (B) keep Buyer reasonably informed of the status of such Tax Proceeding (including providing Buyer with copies of all written correspondence regarding such Tax Proceeding), and (C) not settle or compromise such Tax Claim Proceeding without SellerBuyer’s prior written consent (consent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as Following Closing, Buyer shall provide the Seller Representative with notice of any audit or other inquiry or proceeding (i) with respect to any Tax Return of a result Purchased Entity for a Pre-LBSD Tax Period, including an LBSD Straddle Period, any Tax Return of such failure a Blocker Entity for a Pre-Closing Tax Period, including a Straddle Period, or any income Tax Return of a Group Company that is a pass-through entity for federal income Tax purposes for a Pre-Closing Tax Period, including a Straddle Period or (ii) forfeited rights and defenses otherwise available which may give rise to the Indemnifying Party as a result an indemnification obligation of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing PeriodSellers under this Agreement. In the case of any such audit or other inquiry or proceeding that may (i) result in the direct imposition of Tax Claim relating liability on any Seller (or any direct or indirect holder of an interest in any Seller) or (ii) give rise to Apachean indemnification obligation of Sellers under this Agreement other than with respect to the qualification of Middle Blocker for taxation as a REIT (each, a “Tax Proceeding”), in each case with respect to (1) a Blocker Entity with respect to a Tax period ending on or before the Closing Date, (2) a Group Company for a Tax period ending on or prior to the Latest Balance Sheet Date, or (3) income Tax matters of a Group Company that is a pass-through entity for federal income Tax purposes, the Seller Representative shall be entitled to control the defense of such Tax Proceeding, and Buyer shall cooperate with the Seller Representative and provide, and cause the Purchased Entities to provide, such assistance as the Seller Representative may reasonably request in connection with exercising such control. Where the Seller Representative controls a Tax Proceeding described above in this Section 7.14(c)(i), the Seller Representative shall permit Buyer, at Buyer’s expense, to participate in, but not control, such Tax Proceeding and shall not settle or compromise such Tax Claim Proceeding without Purchaser’s the prior written consent (which shall of Buyer, with such consent not to be unreasonably withheld, delayed conditioned or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Perioddelayed. Purchaser shall have the sole right to defend or prosecute, In any Tax Claim attributable Proceeding that the Seller Representative controls under this Section 7.14 that relates to federal income Tax matters of a Straddle Period. With Purchased Entity taxable for the relevant tax period as a partnership for federal income tax purposes, the Seller Representative shall be appointed as the “partnership representative” (within the meaning of Section 6223(a) of the Code) of such Purchased Entity with respect to the relevant Tax period, and the Seller Representative shall appoint the designated individual of such Purchased Entity for such Tax period under the Treasury Regulations under Section 6223 of the Code. Unless otherwise agreed by Buyer and the Seller Representative in their sole discretions, the Seller Representative shall cause the relevant Purchased Entity to make any available elections under Sections 6221(b), 6225, or 6226 of the Code, first to avoid the imposition of any Tax on such Purchased Entity and second, if Tax is to be imposed on such Purchased Entity, to minimize the amount of such Tax. Each of Buyer and each Seller shall provide such cooperation and information as the Seller Representative may reasonably request in order to make such elections. Buyer shall control the defense of all Tax Proceedings not controlled by the Seller Representative under this Section 7.14 and all audits or other inquiries or proceedings give rise to an indemnification obligation of Sellers under this Agreement with respect to the qualification of Middle Blocker for taxation as a REIT (any such proceeding, and each Tax Claim attributable Proceeding not controlled by the Seller Representative under this Section 7.14, a “Buyer Controlled Tax Proceeding”). Buyer shall, with respect to a Straddle Periodany Buyer Controlled Tax Proceeding, Purchaser permit the Seller Representative, at the Seller Representative’s expense, to participate in, but not control, such Tax Proceeding and shall not settle or compromise such Tax Claim Proceeding without Seller’s the prior written consent (which of the Seller Representative, with such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. Unless otherwise agreed by Buyer and the Seller Representative in their sole discretions, Buyer shall, with respect to a Buyer Controlled Tax Proceeding, cause any Group Company that is taxable as a partnership for U.S. federal income Tax purposes to make any available elections under Sections 6221(b), 6225, or 6226 of the Code, first to avoid the imposition of any Tax on such Purchased Entity and second, if Tax is to be imposed on such Purchased Entity, to minimize the amount of such Tax. Each Seller shall provide such cooperation and its authorized representatives information as Buyer may reasonably request in order to make such elections. Other than with respect to Tax Proceedings and Buyer Controlled Tax Proceedings described above, Buyer shall be entitled, at Seller’s expense, entitled to attend, but not participate in exclusively control the conduct of any audit or control, all conferences, meetings and proceedings relating other inquiry or proceeding with respect to any Tax Claim attributable Purchased Entity, in its sole discretion. (ii) None of Buyer, the Seller Representative, or any Seller shall take any position in any audit or other inquiry or proceeding with respect to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case Period of any Tax Claim Purchased Entity that is defended or prosecuted to a Final Determination pursuant to this inconsistent with Section 9.4, 7.14(d) as reflected on the party responsible federal income Tax Returns of the Company for such the Tax pursuant to Section 5.11 shall pay year in which the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateClosing occurs.

Tax Contests. 9.4.1 If any Taxing Authority asserts either party receives notice of any Tax ClaimProceeding, then the such party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article 7, except to the extent that the other party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim Proceeding and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authoritytaxing authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in In the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding of or with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days any of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to the Transferred Entities for a Pre-Closing Tax Period (other than a Straddle Period. In ), Seller shall have the case exclusive right to control such Tax Proceeding in all respects; provided, however, that if the resolution of any such Tax Claim relating Proceeding would reasonably be expected to Apachehave a material adverse impact on Purchaser and its Affiliates, then Seller shall consult with Purchaser before taking any significant action in connection with such Tax Proceeding and shall provide Purchaser with a timely and reasonably detailed account of each phase of such Tax Proceeding and, to the extent the resolution of such Tax Proceeding would bind Purchaser or any of its Affiliates for a post-Closing Tax Period, Seller shall not settle settle, compromise or compromise abandon any such Tax Claim Proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have obtaining the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Seller and its authorized representatives Purchaser shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend control any Tax Proceeding of or prosecute with respect to any of the Transferred Entities for any Straddle Period; provided, however, that if any such Tax Proceeding could have an adverse impact on Seller or any of its Affiliates (including as a particular Tax Claim result of any indemnity pursuant to this Agreement), then (a) Purchaser shall take or cause to be taken such actions consult with Seller before taking any significant action in connection with contesting such Tax Claim as the party defending Proceeding, (b) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or prosecuting furnished in connection with such Tax Claim Proceeding, and (c) Purchaser shall reasonably request from time to time. So long as Purchaser not settle, compromise or Seller is defending or prosecuting a abandon any such Tax Claim, Proceeding without obtaining the prior written consent of Seller, Purchaser which consent shall not be unreasonably withheld, conditioned or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If (i) Any party that may be entitled to indemnification under Section 7.16(a) of this Agreement shall promptly notify the other party in writing upon receipt by such party or any Taxing Authority asserts any Tax Claim, then the party hereto first receiving of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which would entitle such Tax Claim promptly shall provide written notice thereof party or its Affiliates and, if applicable, their respective directors, officers, agents, employees, successors and assigns to indemnification under Section 7.16(a); provided, however, that the other party. Such notice shall specify in reasonable detail the basis for failure of such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure party to give such notice shall not affect the such party’s right to indemnification obligations under Section 9.1.1(c), 7.16(a) except to the extent the Indemnifying Party shall have (i) been that such party is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result consequence of such failure. 9.4.2 (ii) Seller shall have the sole right to defend control any Tax audit or prosecuteadministrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its sole costexpense; provided, expense and riskhowever, that if such audit or proceeding could reasonably be expected to adversely affect Purchaser or any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it its Affiliates, (i) acknowledges Purchaser shall be entitled to participate at its responsibility to provide indemnification with respect to expense in such claim and audit or proceeding; (ii) notifies Seller shall keep Purchaser in writing within thirty (30) days timely and reasonably apprised of being notified the status of such Tax Claim that it intends audit or proceeding; (iii) Seller shall offer Purchaser an opportunity to defend comment before submitting any written materials prepared or furnished in connection with such claim. Purchaser audit or proceeding; and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, (iv) Seller shall not settle such audit or compromise such Tax Claim proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 (iii) In the case of any Straddle Period, the Controlling Party shall control any Tax Claim audit or administrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that (i) the Non-Controlling Party shall be entitled to participate at its expense in such audit or proceeding; (ii) the Controlling Party shall keep the Non-Controlling Party timely and reasonably apprised of the status of such audit or proceeding; (iii) the Controlling Party shall offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding or audit; and (iv) the Controlling Party shall not settle such audit or proceeding without the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii), or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii); and “Non-Controlling Party” means whichever of the Seller or Purchaser is defended or prosecuted not the Controlling Party with respect to a Final Determination pursuant to this Tax audit or administrative or court proceeding described in Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate7.16(b)(ii).

Tax Contests. 9.4.1 If (i) The Buyer agrees to give prompt written notice to the Seller if it or any Taxing Authority asserts Buyer Indemnitee 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 an Acquired Entity (including any administrative or judicial review of any claim for refund) for which the Seller may be required to provide indemnification pursuant to this Agreement (a “Tax Contest”). (ii) The Seller shall have the right to control and defend the conduct of any Tax ClaimContest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, then for the party hereto first receiving notice avoidance of such doubt, accountants) of its choice; provided, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Claim promptly shall provide written notice thereof Contest, (B) the Buyer may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the other party. Such notice shall specify in reasonable detail defense of the basis for such Pre-Closing Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. HoweverContest, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c)including, except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available circumstances allow, having an opportunity to review any written materials prepared in connection with the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period Tax Contest and the right to attend any conferences relating thereto, and (except for C) the Seller will not settle or consent to the entry of any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification order, ruling, decision, or other similar determination or finding with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In Tax Contest without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed). Seller and its authorized representatives . (iii) The Buyer shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or prosecute a particular any Pre-Closing Tax Claim Contest for which the Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.10(f)(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 would be required to provide indemnification pursuant to this Agreement, (A) the Buyer shall take or cause keep the Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) the Seller may assume joint control and 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 be taken such actions review and comment on any written materials prepared in connection with contesting such Tax Claim as items in the party defending Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) the Buyer will not settle or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested consent to the requesting party and relating entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax Claim. The parties items in the Other Tax Contest without the prior written consent of the Seller (which consent shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimnot be unreasonably withheld, conditioned, or delayed). 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then Purchaser and the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof Seller agree to the cooperate and to cause their Subsidiary and Affiliates to cooperate with each other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent reasonably required after the Indemnifying Party Closing Date in connection with any Actions conducted by a Tax Authority relating to any Taxes with respect to or in relation to Genzyme Denmark or any other Transferred Asset for a Tax Period ending on or before the Closing Date or any Straddle Period (each, a “Tax Contest”). Promptly (but no more than 20 days) after Purchaser or any of its Affiliates receives notice of any Tax Contest, Purchaser shall have notify the Seller in writing (which notice shall include copies of any notices, correspondence and any other documents received by the Purchaser or its Affiliates with respect to such Tax Contest) of the Tax Contest. The Seller may, at its own expense, (i) been prejudiced as a result of such failure or participate in and (ii) forfeited rights and defenses otherwise available with respect to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend any suits, actions or prosecute, at its sole cost, expense and risk, any proceedings (including Tax Claim attributable audits) that relate either (a) to a consolidated, combined or unitary Tax Return of a group of which Seller or one of its post-Closing Affiliates is a part or (b) solely to Pre-Closing Period Tax Periods, assume the defense of any such suit, action or proceeding (except for including any Tax Claim attributable to a Straddle Periodaudit); provided that in the case of a Tax Claim relating (1) Seller shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to Apache it (i) acknowledges its responsibility to provide indemnification time with respect to such claim suit, action or proceeding (including any Tax audit) (2) Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, and (ii3) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle any suit, action or compromise such Tax Claim proceeding in respect of which indemnity may be sought hereunder without the consent of Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed withheld or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determinationdelayed. In the case of any Tax Claim Contest that the Seller may not covered by control or does not choose to control pursuant to the preceding sentenceprovisions of this Section 11.7, the party responsible (1) Purchaser shall thereafter consult with Seller upon Seller’s reasonable request for such Tax pursuant consultation from time to Section 5.11 shall pay the full amount of time with respect to such suit, action or proceeding (including any Tax arising or resulting from such Tax Claimaudit), (2) Seller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at least seven its own expense, separate from the counsel employed by Purchaser and (73) days before Purchaser shall not settle any suit, action or proceeding in respect of which indemnity may be sought hereunder without the date payment consent of such Seller, which consent shall not be unreasonably withheld or delayed. Whether or not Seller chooses to defend or prosecute any Tax is dueContest, all of the parties hereto shall cooperate in the defense or prosecution thereof. At its electionNotwithstanding anything to the contrary in this Agreement, Seller this Section 11.7, rather than Section 13.5, shall pay govern the amount control of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateContests.

Tax Contests. 9.4.1 If (a) Notwithstanding any Taxing Authority asserts provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any proposed or pending audits, investigations, examinations assessments or proceedings relating to Taxes (a “Tax Contest”) shall be governed by this Section 5.7. The Buyer and Total shall promptly (i) notify each other in writing of any notice of any Tax ClaimContest or assessments against the Group Companies for any taxable period including, then or ending prior to, the party hereto first receiving notice Closing Date within twenty (20) days after receipt of such Tax Claim promptly shall provide written notice thereof to the and (ii) furnish each other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy with copies of any all relevant correspondence received from any Taxing Authority in connection with any such Tax Contest. The failure of one party to notify the Taxing Authority. However, failure to give other party of any such notice Tax Contest shall not affect relieve the other party of its indemnification obligations under Section 9.1.1(c)this Agreement, except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of any such failure or (ii) forfeited rights and defenses otherwise available to actually prejudices the Indemnifying Party as a result defense of such failureany Tax claim. 9.4.2 Seller (b) Total shall have notify the sole right Buyer whether it intends to defend or prosecutetake on its own, at its sole costexpense, expense and risk, such actions as Total may deem appropriate in connection with any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim Contest relating to Apache it (i) acknowledges the Group Companies for taxable periods ending on or prior to the Closing Date. If Total so notifies its responsibility intent to take such actions on its own, the Buyer shall take the actions and provide indemnification to Total such information and access to personnel, premises, documents and records as Total may reasonably request, during regular business hours and upon reasonable advance notice, and Total shall be entitled to require the Buyer and the Group Company involved to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any such claim. Total shall consult in good faith with the Buyer with respect to such claim the conduct of, and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledbefore entering into any settlement of, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable Contest. The Buyer may participate in any such Tax Contests at its sole expense, and may elect to a Pre-Closing Period. In the case jointly conduct and control, with Total, all aspects of any such Tax Claim Contests relating to Apachetaxable periods ending after the Closing Date. If Total fails to give timely instructions to the Buyer, Seller the Buyer shall not settle or compromise take reasonable action to resist any claim in connection with any such Tax Claim without Purchaser’s consent (which Contest. Total shall not be unreasonably withheld, delayed or conditioned) if such inform the Buyer at least 30 days in advance before entering into any settlement or compromise of any Tax Contest involving the Group Companies. If the Buyer concludes that a settlement would have an adverse effect on Purchaser the post Closing Tax position of the Group Companies it will notify Total of such adverse effect within 30 days of receiving notice of the settlement project and will send to Total a detailed estimate of the quantum of this adverse effect together with a Tax analysis. If Total disagrees with this estimate, Total and the Buyer will appoint an international audit firm to make such estimate and failing an agreement between Total and the Buyer, such a firm will be appointed by the President of the Commercial Court of Paris acting through summary proceedings (en la forme des référés) at the request of the first party to move. If Total decides to settle a Tax Contest which has an adverse effect on the post Closing Tax position of the Group Companies, Total shall indemnify the Buyer for such adverse effect, provided this indemnification shall be capped by the estimate provided by the Buyer or Apache by the above referred international audit firm in case of disagreement. Notwithstanding the foregoing, Total and the Buyer must both agree to any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, settlement of any Tax Claim attributable Contest involving the Group Companies relating to a Straddle Period. taxable period beginning prior to the Closing Date and ending after the Closing Date. (c) With respect to a any Tax Claim attributable Contest involving the Group Companies relating to a Straddle Periodtaxable periods ending prior to the Closing Date, Purchaser in no case shall not settle the Buyer make any admission of liability, agreement, settlement or compromise with any third party in relation to any such Tax Claim claim, whether in judicial, arbitral, administrative proceedings or otherwise, without Seller’s the prior written consent (of Total, which consent shall not be unreasonably withheld, delayed withheld or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim(i) For periods following the Effective Time, then Purchaser on the party hereto first receiving one hand, and Sellers on the other hand (as the case may be) who receives notice of a Tax audit or other proceeding shall promptly notify the other Party in writing of any such Tax Claim promptly shall provide written notice thereof audit or proceeding or any proposed assessment or the commencement of any tax contest or any demand or claim on Purchaser, the Company, or their Affiliates that, if determined adversely to the other partytaxpayer or after the lapse of time, would reasonably be expected to be grounds for an indemnification claim by Purchaser against Sellers under paragraph (b) of this section (a “Tax Contest”). Such notice shall specify contain factual information (to the extent known to Purchaser, Sellers, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail the basis for such Tax Claim and shall include a copy copies of any relevant correspondence notice or other document received from the Taxing Authority. However, failure to give any taxing authority in respect of any such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or asserted Tax liability. (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in In the case of a Tax Claim relating Contest that relates to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledtaxable periods ending on or before the Effective Time, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser Sellers shall have the sole right right, at their expense, to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise control the conduct of such Tax Claim without SellerContest; provided, however, that the Seller Representative shall seek Purchaser’s prior written consent of any settlement or compromise of such Tax Contest (which consent shall not be unreasonably withheldwithheld or delayed) of any resolution of the Tax Contest if such resolution adversely affects the computation of any item of income, delayed expense, deduction, taxable income, credit or conditionedTax liability for any period ending after the Effective Time. (iii) Purchaser shall direct and control any Tax Contest not controlled by Sellers in accordance with Section 5.7(c)(ii). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but Purchaser may not participate settle or compromise any asserted Tax liability in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party manner that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions would result in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers an indemnification liability of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination Sellers pursuant to this Section 9.45.7, or that adversely affects the party responsible for such Tax pursuant to Section 5.11 shall pay the amount computation of any item of income, expense, deduction, taxable income, credit, or Tax arising liability for any taxable period before the Effective Time without the prior written consent of Seller Representative, which consent shall not be unreasonably withheld or resulting from such Tax Claim within seven days after such Final Determination. In delayed. (iv) Purchaser and Sellers agree to cooperate, and Purchaser agrees to cause the case Company (as applicable) to cooperate, in the defense against or compromise of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of claim in any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateContest.

Tax Contests. 9.4.1 If any Taxing Authority asserts (a) After the Closing Date, except as provided in Section 10.8(b) and Section 10.8(c) below, the Purchaser shall control the conduct, through a counsel of its own choosing, of any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof Contest that is Related to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except Business or relates to the extent Transferred Assets (including the Indemnifying Party Transferred Subsidiaries). (b) The Purchaser shall have notify the Sellers within ten (10) business days of a Tax Contest for a Pre-Closing Tax Period with respect to a Transferred Subsidiary or that directly relates to the Business. With respect to any Tax Contest relating (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable solely to a Pre-Closing Tax Period (except for any Tax Claim attributable to a Straddle Period); provided that in which the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide Sellers would have an indemnification with respect to such claim and obligation hereunder or (ii) notifies to Consolidated Taxes, the Sellers may choose in their sole discretion to control all proceedings and may make all decisions taken in connection with any such Tax Contest (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 Governmental Authority with respect thereto, and may, in their sole discretion, either pay the applicable Tax Liability and ▇▇▇ for a refund or contest the Tax at issue in such Tax Proceeding. Notwithstanding the foregoing, the Parent Seller shall keep the Purchaser in writing within thirty (30) days of being notified reasonably advised during any such Tax Contest, and shall not settle, compromise or concede any portion of such Tax Claim Contest that it intends is reasonably likely to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser the Transferred Subsidiaries or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With with respect to a Tax Claim attributable to a Straddle Periodthe Business for any taxable year (or portion thereof) beginning after the Effective Time without the consent of the Purchaser, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Parent Seller and its authorized representatives fails to assume control of the conduct of any such Tax Contest within a reasonable period following the receipt by the Parent Seller of notice of such proceeding, the Purchaser shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting assume control of such Tax Claim as the party defending or prosecuting Contest and to settle, compromise and/or concede such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives proceeding in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimits sole discretion. 9.4.3 (c) In the case of any a Tax Claim Contest after the Closing Date that is defended relates to both Taxes of the Transferred Subsidiaries and the Business (other than Consolidated Taxes, which shall be governed by Section 10.8(b) above) for both a Pre-Closing Tax Period for which the Sellers would have an indemnification obligation hereunder and a Tax period (or prosecuted to a Final Determination pursuant to this Section 9.4portion thereof) that ends after the Effective Time, the party responsible for such Tax pursuant to Section 5.11 Parent Seller and the Purchaser shall pay jointly control the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment conduct of such Tax is due. At its electionContest, and neither the Parent Seller nor the Purchaser shall pay settle, compromise and/or concede such proceeding, or shall permit any of their Affiliates to do so, without the amount consent of Tax attributable the other party, such consent, in each case, not to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser be unreasonably withheld, conditioned, or Apache, as appropriatedelayed.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax Claim, then the party hereto Party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have taxing authority. (i) been prejudiced In the case of a Tax Proceeding of or with respect to any of the Save-A-Lot Entities or the Save-A-Lot Assets (as a result of such failure or (iidefined in the Separation Agreement) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to for a Pre-Closing Tax Period (except for any Tax Claim attributable to other than a Straddle Period), Supervalu shall have the exclusive right to control such Tax Proceeding in all respects; provided provided, however, that (except in the case of a Tax Claim relating Proceeding described in Section 7.6(d)) if the resolution of any such Tax Proceeding would reasonably be expected to Apache it have a material adverse impact on Purchaser and its Affiliates, then (iA) acknowledges its responsibility to Supervalu shall consult with Purchaser before taking any significant action in connection with such Tax Proceeding and shall provide indemnification Purchaser with respect to such claim a timely and (ii) notifies Purchaser in writing within thirty (30) days reasonably detailed account of being notified each phase of such Tax Claim that it intends Proceeding and (B) to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any the extent the resolution of such Tax Claim attributable to Proceeding would bind Purchaser or any of its Affiliates for a Post-Closing Tax Period or would result in a material Tax liability of a Save-A-Lot Entity for a Pre-Closing Period. In Tax Period for which Purchaser is responsible pursuant to Section 7.3(a) or 7.3(b) or as a result of the case of last proviso in Section 10.2), then Supervalu shall not settle, compromise or abandon any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim Proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have obtaining the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (provided that any costs or conditioned). Seller and expenses incurred by Purchaser in exercising its authorized representatives rights pursuant to clauses (A) or (B) above shall be entitledpaid by Purchaser without reimbursement from Supervalu, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimnotwithstanding Section 7.2). 9.4.3 (ii) In the case of a Tax Proceeding of or with respect to any of the Save-A-Lot Entities or the Save-A-Lot Assets (as defined in the Separation Agreement) for a Post-Closing Tax Claim that is defended or prosecuted Period (other than a Straddle Period), Purchaser shall have the exclusive right to a Final Determination pursuant to this Section 9.4, the party responsible for control such Tax Proceeding in all respects; provided, however, that if the resolution of any such Tax Proceeding would reasonably be expected to result in a material indemnity obligation of Supervalu pursuant to Section 5.11 7.2, then (A) Purchaser shall pay the amount of consult with Supervalu before taking any Tax arising or resulting from significant action in such Tax Claim within seven days after Proceeding in connection with the tax issue(s) that could give rise to an indemnity obligation of Supervalu and shall provide Supervalu with a timely and reasonably detailed account of each phase of such Final DeterminationTax Proceeding relevant to such issue(s), and (B) to the extent the resolution of such issue(s) in such Tax Proceeding would result in an indemnity obligation for Supervalu under Section 7.2, then Purchaser shall not settle, compromise or abandon any such Tax Proceeding with respect to such issue(s) without obtaining the prior written consent of Supervalu, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of any a Tax Claim not covered by Proceeding of or with respect to a Purchaser Tax Indemnified Party (other than Purchaser or the preceding sentence, the party Save-A-Lot Entities or their successors or permitted assigns) involving Taxes for which Supervalu would reasonably be expected to be responsible for such Tax pursuant to Section 5.11 7.2, Purchaser shall, and shall pay procure that any Purchaser Tax Indemnified Party conducting such Tax Proceeding, conduct and defend such Tax Proceeding diligently and in good faith as if such Taxes were not subject to indemnification pursuant to this Agreement and were the full amount only Taxes at issue in such Tax Proceeding. (c) Purchaser shall have the right to control any Tax Proceeding of or with respect to any of the Save-A-Lot Entities for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)); provided, however, that if any such Tax Proceeding could have an adverse impact on Supervalu or any of its Affiliates (including as a result of any Tax arising or resulting from indemnity pursuant to this Agreement), then (i) Purchaser shall consult with Supervalu before taking any significant action in connection with such Tax ClaimProceeding, at least seven (7ii) days Purchaser shall consult with Supervalu and offer Supervalu an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, and (iii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the date payment prior written consent of Supervalu, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or the Services Agreement, Supervalu 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 Proceeding with respect to (i) any Tax Return of Supervalu or a member of the Supervalu Group; (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Supervalu Group; and (iii) any Combined Tax Return; provided that, if the resolution of any such Tax Proceeding would reasonably be expected adversely to impact Purchaser, any Save-A-Lot Entity or any of their respective Affiliates in any Post-Closing Tax Period, Supervalu shall provide written notice of such Tax is due. At its election, Seller Proceeding to Purchaser and promptly shall pay the amount of Tax attributable respond to any Tax Claim directly reasonable requests from Purchaser inquiring as to the appropriate Taxing Authority and send evidence status of such payment to Purchaser or Apache, as appropriateTax Proceeding.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any a claim with respect to Taxes that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article X (a “Tax Claim”), then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is materially and actually prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in b) In the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification Proceeding of or with respect to such claim and any of the Purchased Entities or their respective Subsidiaries for any taxable period ending on or before the Closing Date (ii) notifies Purchaser other than a Tax Proceeding described in writing within thirty (30) days of being notified of Section 7.6(d)), Seller shall have the exclusive right to control such Tax Claim Proceeding; provided, however, that it intends to defend such claim. Purchaser and its authorized representatives Seller shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, if, in the case of any Combined Tax Return, such settlement, compromise, or abandonment could have an adverse impact on Purchaser or any of its Affiliates for any Post-Closing Tax Period. If Seller elects not to control the conduct and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to resolution of any Tax Claim attributable Proceeding that Seller has the right to a Straddle Period. Any party that does not control pursuant to this Section 7.6(b), Seller shall notify Purchaser in writing, and Purchaser shall have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting control the conduct and resolution of such Tax Claim as the party defending Proceeding, or prosecuting portion thereof, that is not controlled by Seller; provided, that Purchaser shall not settle, compromise or abandon any such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Proceeding without the prior written consent of Seller, Purchaser which consent shall not be unreasonably withheld, conditioned or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimdelayed. 9.4.3 (c) In the case of a Tax Proceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any Straddle Period (other than a Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Proceeding described in Section 9.47.6(d)), the party responsible for Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax pursuant to Section 5.11 Proceeding; provided, however, that (i) the Controlling Party shall pay provide the amount Non-Controlling Party with a timely and reasonably detailed account of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment each stage of such Tax is due. At its electionProceeding, Seller (ii) the Controlling Party shall pay consult with the amount Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences (including telephonic) with the relevant Taxing Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Tax attributable the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to any Tax Claim directly to the appropriate Taxing Authority and send evidence portion of such payment Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Apache, as appropriatePurchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. 9.4.1 If Parent shall deliver a written notice to the Sellers in writing promptly following any Taxing Authority asserts any Tax Claimdemand, then the party hereto first receiving claim, or notice of such commencement of a claim, proposed adjustment, assessment, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Sellers may be liable (“Tax Claim promptly Contest”) and shall provide written notice thereof to the other party. Such notice shall specify describe in reasonable detail (to the extent known by Parent or the Company) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses, if any (the “Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(cNotice”), except to the extent the Indemnifying Party shall have . (i) been prejudiced as With respect to Tax Contests for Taxes of the Company for a result taxable period ending on or before the Closing Date, the Sellers may elect to assume and control the defense of such failure Tax Contest by written notice to Parent within sixty (60) days after delivery by Parent to the Sellers of the Tax Claim Notice. If the Sellers elect to assume and control the defense of such Tax Contest, Sellers (A) shall bear their own costs and expenses, (B) shall be entitled to engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner, and Parent shall (and shall cause its Affiliates including the Company) to cooperate with the Sellers 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). If the Sellers elect to assume the defense of any Tax Contest, the Sellers shall keep Parent reasonably informed of all material developments and events relating to such Tax Contest, and Parent shall have the right to participate in (but not control) the defense of such Tax Contest at its own cost and expense. (ii) forfeited rights and defenses otherwise available In connection with any Tax Contest that relates to Taxes of the Indemnifying Party as Company for a result of taxable period ending on or before the Closing Date that the Sellers do not elect to control pursuant to Section 6.3(e)(i), such failure. 9.4.2 Seller Tax Contest shall have the sole right to defend or prosecute, be controlled by Parent (at its sole costown cost and expense) and the Sellers agree to cooperate with Parent in pursuing such Tax Contest, expense and riskprovided, however, that none of Parent or its Affiliates (including the Company) shall enter into any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification settlement or compromise with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable Contest that relates to Taxes of the Company for a Pre-taxable period ending on or before the Closing Period. In Date without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the Sellers, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Seller In connection with any Tax Contest that is described in this Section 6.3(e)(ii) and its authorized representatives controlled by Parent, Parent shall be entitledkeep the Sellers reasonably informed of all material developments and events relating to such Tax Contest and, at Seller’s their own cost and expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not the Sellers shall have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions participate in connection with contesting (but not control) the defense of such Tax Claim as Contest. (iii) Parent and the party defending or prosecuting such Sellers shall jointly control (at each Party’s own cost and expense) all Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and Contests relating to such Tax ClaimStraddle Periods of the Company. The parties shall otherwise Parties agree to cooperate with each other and each other’s representatives in good faith in order to contest effectively pursuing any such Tax Claim Contest (including any necessary by Parent providing or causing to be provided powers of attorney required attorney) and neither Parent nor the Sellers shall (or shall permit any of their Affiliates including the Company) to contest such settle a Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted Contest relating to a Final Determination pursuant to this Section 9.4Straddle Period of the Company without the other Party’s prior written consent, the party responsible for such Tax pursuant to Section 5.11 which consent shall pay the amount of any Tax arising not be unreasonably withheld, conditioned or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatedelayed.

Tax Contests. 9.4.1 (A) If a claim shall be made by any Taxing Authority asserts any taxing authority (a “Tax Claim”) which, then if successful, might result in an indemnity payment to Purchaser or Pfizer or any of their Affiliates pursuant to Section 8.04, the indemnified party hereto first receiving notice shall promptly notify the other party of such claim no later than 15 Business Days after such Tax Claim promptly shall provide written notice thereof is made, or otherwise the indemnifying party will be released from any indemnification obligation hereunder with respect to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureactual prejudice caused. 9.4.2 Seller shall have the sole right (B) With respect to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it a taxable period ending on or before the Closing Date or relating to or affecting 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 in good faith pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser shall be entitled to be informed of (i) acknowledges its responsibility to provide indemnification such Tax Claim within a reasonable time after such Tax Claim is asserted and (ii) the developments with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. at any administrative meeting, conference, hearing or other proceeding. (C) Except as otherwise provided in Section 8.04(i)(B), Pfizer and Purchaser shall jointly control and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings taken in connection with any Tax Claim relating to Taxes of the Conveyed Companies or relating to the Purchased Assets for any Straddle Period. Neither Pfizer nor Purchaser shall settle any such Tax Claim attributable to a Pre-Closing Period. In without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the other, which consent shall not be unreasonably withheld. (D) Except as otherwise provided in Section 8.04(i)(B), delayed or conditioned). Seller Purchaser shall control all proceedings with respect to Taxes for any taxable period beginning after the Closing Date. (E) Purchaser, the Conveyed Companies and each of their respective Affiliates, on the one hand, and Pfizer and its authorized representatives Affiliates, on the other hand, shall be entitled, at Seller’s expense, to attend, but not participate cooperate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation shall include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The parties Purchaser shall otherwise cooperate with each other execute and each other’s representatives in good faith in order to contest effectively deliver such Tax Claim including any necessary powers of attorney required and other documents as are necessary to contest such Tax Claimcarry out the intent of this Section. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If any Taxing Authority asserts (a) After the Closing Date, except as provided in Section 10.8(b) and Section 10.8(c) below, the Purchaser shall control the conduct, through a counsel of its own choosing, of any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof Contest that is Related to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except Business or relates to the extent Transferred Assets (including the Indemnifying Party Transferred Subsidiaries). (b) The Purchaser shall have notify the Sellers within ten (10) business days of a Tax Contest for a Pre-Closing Tax Period with respect to a Transferred Subsidiary or that directly relates to the Business. With respect to any Tax Contest relating (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable solely to a Pre-Closing Tax Period (except for any Tax Claim attributable to a Straddle Period); provided that in which the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide Sellers would have an indemnification with respect to such claim and obligation hereunder or (ii) notifies to Consolidated Taxes, the Sellers may choose in their sole discretion to control all proceedings and may make all decisions taken in connection with any such Tax Contest (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 Governmental Authority with respect thereto, and may, in their sole discretion, either pay the applicable Tax Liability and ▇▇▇ for a refund or contest the Tax at issue in such Tax Proceeding. Notwithstanding the foregoing, the Parent Seller shall keep the Purchaser in writing within thirty (30) days of being notified reasonably advised during any such Tax Contest, and shall not settle, compromise or concede any portion of such Tax Claim Contest that it intends is reasonably likely to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser the Transferred Subsidiaries or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With with respect to a Tax Claim attributable to a Straddle Periodthe Business for any taxable year (or portion thereof) beginning after the Effective Time without the consent of the Purchaser, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Parent Seller and its authorized representatives fails to assume control of the conduct of any such Tax Contest within a reasonable period following the receipt by the Parent Seller of notice of such proceeding, the Purchaser shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting assume control of such Tax Claim as the party defending or prosecuting Contest and to settle, compromise and/or concede such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives proceeding in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimits sole discretion. 9.4.3 (c) In the case of any a Tax Claim Contest after the Closing Date that is defended relates to both Taxes of the Transferred Subsidiaries and the Business (other than Consolidated Taxes, which shall be governed by Section 10.8(b) above) for both a Pre- Closing Tax Period for which the Sellers would have an indemnification obligation hereunder and a Tax period (or prosecuted to a Final Determination pursuant to this Section 9.4portion thereof) that ends after the Effective Time, the party responsible for such Tax pursuant to Section 5.11 Parent Seller and the Purchaser shall pay jointly control the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment conduct of such Tax is due. At its electionContest, and neither the Parent Seller nor the Purchaser shall pay settle, compromise and/or concede such proceeding, or shall permit any of their Affiliates to do so, without the amount consent of Tax attributable the other party, such consent, in each case, not to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser be unreasonably withheld, conditioned, or Apache, as appropriatedelayed.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as After the Closing, Buyer shall give prompt written notice to Seller if Buyer, the Company, or any of their Affiliates receives any communication or notice with respect to any audit, review, examination, assessment, or any other administrative or judicial proceeding pertaining to Taxes of or with respect to the Company (including any administrative or judicial review of any claim for refund) for which Seller might be required to provide indemnification pursuant to this Agreement (a result of such failure or “Tax Contest”). (ii) forfeited rights Seller, at its own cost and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller expense, shall have the sole right to control and defend any Tax Contest that relates to any taxable period ending on or prosecutebefore the Closing Date (each, a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that (A) Seller shall keep Buyer reasonably informed regarding the progress and substantive aspects of such Pre-Closing Tax Contest, (B) Buyer may participate (and retain separate counsel at its sole cost, cost and expense and risk, any Tax Claim attributable to a participate) in the defense of such Pre-Closing Period (except for Tax Contest, including having an opportunity to review any Tax Claim attributable to a Straddle Period); provided that written materials prepared in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification connection with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In Tax Contest and the case of right to attend any such Tax Claim conferences relating to Apachethereto, and (C) Seller shall not settle or compromise consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if items in such settlement or compromise would have an adverse effect on Purchaser or Apache in any PostPre-Closing Period. Purchaser shall have Tax Contest without the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed). Seller and its authorized representatives shall be entitled. (iii) Buyer, at Seller’s its own cost and expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not shall have the right to control and defend any Tax Contest that relates to any Straddle Period, any Pre-Closing Tax Contest for which Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.06(d), or prosecute any other Tax Contest that is not a particular Pre-Closing Tax Claim Contest (each, 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 any such Other Tax Contest for which the resulting Tax liability Seller would be required to provide indemnification pursuant to this Agreement, (A) Buyer shall take or cause keep Seller reasonably informed regarding the progress and substantive aspects of such Tax items in such Other Tax Contest, (B) Seller may participate (and retain separate counsel at their sole cost and expense to be taken participate) in the defense of such actions Tax items in such Other Tax Contest, including, to the extent the circumstances allow, having an opportunity to review any written materials prepared in connection with contesting such Tax Claim as items in such Other Tax Contest and the party defending right to attend any conferences relating thereto, and (C) Buyer shall not settle or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested consent to the requesting party and relating entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax Claim. The parties items in such Other Tax Contest without the prior written consent of Seller (which consent shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimnot be unreasonably withheld, conditioned, or delayed). 9.4.3 In (iv) For the case avoidance of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this doubt, neither Section 9.4, the party responsible for such Tax pursuant to 5.06(f)(ii) nor Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (75.06(f)(iii) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable apply to any Tax Claim directly Contest with respect to the appropriate Taxing Authority any Seller Affiliated Group Tax Return. Seller shall control and send evidence of such payment defend any Tax Contest with respect to Purchaser or Apache, as appropriateany Seller Affiliated Group Tax Return.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim(a) The Buyer and the Company, then on the one hand, and the Company Stockholders, the Representative and their Affiliates, on the other hand, shall promptly notify each other upon receipt by such party hereto first receiving of written notice of such Tax Claim promptly shall provide written notice thereof any inquiries, claims, assessments, audits or similar events with respect to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable Taxes relating to a Pre-Closing Tax Period (except for any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other party of any Tax Claim attributable to a Straddle Period); provided that in the case Matter shall not relieve such other party of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification any liability with respect to such claim and Tax Matters except to the extent such party was actually prejudiced as a result thereof. (iib) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledThe Representative may, at Purchaser’s the Company Stockholders’ expense, to attend, but not participate in or controland, all conferencesupon written notice to the Buyer, meetings and proceedings assume the defense of any Tax Matter relating to any such Tax Claim attributable to a Pre-Closing Period. In Tax Period for which the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would Company Stockholders have an adverse effect on Purchaser or Apache in any Postindemnification obligation pursuant to this Agreement (a “Pre-Closing PeriodTax Matter”). Purchaser If the Representative assumes such defense, the Representative shall have the sole authority, with respect to such Pre-Closing Tax Matter, to represent the interests of the Company before the relevant Taxing authority and have the right to defend control the defense, compromise or prosecuteother resolution of such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, however, the Representative (x) shall not enter into any settlement of, or otherwise compromise, any such Pre-Closing Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim Matter without Seller’s the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Seller , (y) shall keep Buyer informed with respect to the commencement, status, and its authorized representatives shall be entitledprogress of any such Pre-Closing Tax Matter controlled by the Representative, at Seller’s expense, and (z) will consult with Buyer with respect to attend, but not participate such Pre-Closing Tax Matter and reflect any reasonable comments by Buyer regarding the conduct of or positions taken in or control, all conferences, meetings and proceedings relating any such proceeding. (c) With respect to any Pre-Closing Tax Claim attributable Matter for which the Representative has not assumed such defense, Buyer shall have the authority to a Straddle Period. Any party that does not represent the interests of the Company before the relevant Taxing authority and have the right to defend control the defense, compromise or prosecute other resolution of such Pre-Closing Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, however, Buyer (x) shall not enter into any settlement of, or otherwise compromise, any such Tax Matter without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would cause the Company Stockholders to be liable for any part of the settlement amount to be paid with respect to such Pre-Closing Tax Matter or otherwise increase the Company Stockholder’s liability for Taxes under this Agreement, (y) shall keep the Representative informed with respect to the commencement, status, and progress of any such Pre-Closing Tax Matter controlled, and (z) will consult with the Representative with respect to such Tax Matter and reflect any reasonable comments by the Representative regarding the conduct of or positions taken in any such proceeding. (d) Without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall not, and shall not cause or permit Company or its Affiliates, to (i) make, change or revoke any Tax election that has any retroactive effect to any Pre-Closing Tax Period, (ii) grant an extension of any applicable statute of limitations that relates to a particular Pre-Closing Tax Claim shall take Period, (iii) amend or cause to be taken such actions in connection with contesting such amended any Tax Claim as the party defending Return that relates to a Pre-Closing Tax Period or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide amend or cause to be provided amended (or file any information reasonably requested election or take any other action with respect to) any return, declaration, report or other filing relating to any telecommunications fees (including payment to federal and state universal service funds) filed by the Company prior to the requesting party and relating Closing Date, or (iv) initiate any contact (including through any voluntary disclosure program or filing of a Tax Return that relates to such a Pre-Closing Tax Claim. The parties shall otherwise cooperate Period inconsistent with each other and each other’s representatives past practice) with any Governmental Entity in good faith in order respect of Taxes or Tax Returns that relates to contest effectively such a Pre-Closing Tax Claim including any necessary powers of attorney required to contest such Tax ClaimPeriod. 9.4.3 In (e) The Buyer shall pay to the case Company Stockholders by delivering to the Escrow Agent for inclusion in the Escrow Fund (or, if no amounts are otherwise remaining in the Escrow Fund, by delivering to the Representative to be held in the Representative Reserve Fund) any refund or credit of any Tax Claim attributable to any Pre-Closing Tax Period received by the Company in cash or by way of set-off against current Tax but excluding any such refund that is defended (i) arises as a result of the carry back of losses or prosecuted tax attributes from a period following the Closing and (ii) any customer-related government grants (including the California Teleconnect Fund and E-Rate) and business incentive credits (including Scientific Research Experimental Development (SR&ED) and eBusiness) or other similar items (any such amount a “Tax Refund”). The Buyer shall use commercially reasonable efforts to notify the Representive in writing of the receipt of any Tax Refund by a Final Determination Tax authority. Any amount payable to the Company Stockholders pursuant to this Section 9.46.4 shall be due and payable within ten (10) Business Days after the receipt of the Tax Refund, net of any costs or expenses (including Taxes) incurred in obtaining such Tax Refund. If the Buyer makes or causes to be made any payment of a Tax Refund and such Tax Refund is subsequently denied or disallowed, the party responsible for such Tax pursuant to Section 5.11 Company Stockholders shall promptly pay the amount of such denied or disallowed Tax Refund (including any interest and penalties thereon) to the Buyer within ten (10) Business Days upon request by the Buyer. (f) Neither the Buyer nor the Company nor any of their respective Affiliates shall, in connection with the Merger, make or cause to be made any actual or deemed election under Sections 338 or 336(e) of the Code, or any corresponding provisions of state, local or foreign laws. Neither the Buyer, the Company nor any of their Affiliates shall take any action which would waive or relinquish the right of the Company to carry back net operating losses generated by the Company in Pre-Closing Tax arising or resulting from such Periods to prior Tax Claim within seven days after such Final Determination. years. (g) In the case event of any Tax Claim not covered by conflict or overlap between the preceding sentenceprovisions of this Section 6.4 and Article VIII, the party responsible for such Tax pursuant to provisions of this Section 5.11 6.4 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatecontrol.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly (i) Acquiror shall provide deliver a written notice thereof to the other party. Such notice Securityholder Representative promptly following the commencement of any Action with respect to Taxes of the Company for which the Company Securityholders may be liable (“Tax Contest”) and shall specify describe in reasonable detail (to the extent known by Acquiror) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed losses (including Taxes), if any (the “Tax Claim and Notice”); provided, however, that the failure or delay to so notify the Securityholder Representative shall include a copy not relieve the Company Securityholders of any relevant correspondence received from obligation or liability that the Taxing Authority. However, failure Company Securityholders may have to give such notice shall not affect the indemnification obligations under Section 9.1.1(c)Acquiror., except to the extent that the Indemnifying Party shall have (i) been Company Securityholders demonstrate that the Company Securityholders are materially adversely prejudiced as a result of such failure or thereby. (ii) forfeited rights and defenses otherwise available With respect to Tax Contests for Taxes of the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to Company for a Pre-Closing Tax Period (except for including the pre-Closing portion of any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of , such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives Contest shall be entitledcontrolled by Acquiror; provided, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller Acquiror shall not (1) forego any administrative appeals, litigation, proceedings, hearings and conferences with any taxing authority, (2) pay the Tax claimed or (3) settle or compromise such Tax Claim Contest without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which of the Securityholder Representative, such consent shall not to be unreasonably unreasonable withheld, delayed conditioned or conditioneddelayed. Any disputes over such Tax Contests shall be submitted to the Independent Tax Accountant for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii). Seller Acquiror shall (A) keep the Securityholder Representative informed of all material developments and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and events relating to such Tax ClaimContest (including [***] Confidential treatment has been requested for the bracketed portions. The parties confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. promptly forwarding copies to the Securityholder Representative of any related correspondence and shall otherwise cooperate provide the Securityholder Representative with each other an opportunity to review and each other’s representatives comment on any material correspondence before Acquiror sends such correspondence to any taxing authority), (B) consult with the Securityholder Representative in good faith in order to contest effectively connection with the defense or prosecution of any such Tax Claim including any necessary powers of attorney required to contest Contest and (C) provide such Tax Claim. 9.4.3 In cooperation and information as the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, Securityholder Representative shall reasonably request and the party responsible for such Tax pursuant to Section 5.11 Securityholder Representative shall pay have the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claimright, at least seven the Securityholder Representative’s cost and expense (7on behalf of the Company Securityholders), to participate in (but not control) days before the date payment defense of such Tax is due. At its electionContest (including participating in any discussions with the applicable Tax authorities regarding such Tax Contests). (iii) To the extent of any conflict between this Section 5.9(f) and Section 8.8, Seller this Section 5.9(f) shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatecontrol.

Tax Contests. 9.4.1 (i) If any Taxing Authority asserts any a Tax Claim, then the party hereto to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty or parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 9.10, except to the extent that the other party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or . (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in In the case of a Tax Claim relating Proceeding of or with respect to Apache it the Company or its Subsidiaries for any taxable period ending on or before the Closing Date, the Holdings Stockholder shall have the right to control such Tax Proceeding; provided, however, that Holdings Stockholder shall (ix) acknowledges its responsibility to provide indemnification keep Parent reasonably informed with respect to such claim Tax Proceeding, (y) consult Parent before taking any significant action in connection with such Tax Proceeding, and (iiz) notifies Purchaser in writing within thirty (30) days of being notified to the extent that a settlement or compromise of such Tax Claim that it intends Proceeding could reasonably be expected to defend such claim. Purchaser and have an adverse effect on Parent or any of its authorized representatives shall be entitledSubsidiaries (including the Company or its Subsidiaries), at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim Proceeding without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Parent, which consent shall not be unreasonably withheld, delayed . (iii) In the case of a Tax Proceeding of or conditioned). Seller and with respect to the Company or its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to Subsidiaries for any Tax Claim attributable to a Straddle Period. Any party that does not , Parent shall have the right to defend or prosecute a particular control such Tax Claim Proceeding; provided, however, that Parent shall take or cause (x) keep the Holdings Stockholder reasonably informed with respect to be taken such actions Tax Proceeding, (y) consult the Holdings Stockholder before taking any significant action in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax ClaimProceeding, Seller, Purchaser or Apache and (as appropriatez) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim extent that is defended a settlement or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment compromise of such Tax is due. At its electionProceeding could reasonably be expected to have an adverse effect on the Holdings Stockholder, Seller not settle or compromise such Tax Proceeding without the prior written consent of the Holdings Stockholder, which consent shall pay not be unreasonably withheld. (iv) Parent shall have the amount of Tax attributable exclusive right to control any Tax Claim directly to the appropriate Taxing Authority Proceeding other than any Tax Proceeding described in Section 9.10(e)(ii) and send evidence of such payment to Purchaser or Apache, as appropriateSection 9.10(e)(iii).

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then Purchaser shall promptly inform WCG of the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy commencement of any relevant correspondence received from the Taxing Authorityaudit, examination or proceeding relating in whole or in part to Taxes for which Seller Parties are responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. HoweverWith respect to any such Tax, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent within the Indemnifying Party shall have (i) been prejudiced as a result power of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall Purchaser, using commercially reasonable efforts, WCG will have the sole right to defend or prosecuteright, at its sole costcost and expense, expense and risk, any Tax Claim attributable to a Pre-Closing Period control (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Pre-Calculation Date Tax Claim relating to Apache it Period) or participate in (iin the case of a Straddle Period) acknowledges its responsibility to provide indemnification with respect to such claim the prosecution, settlement or compromise of any proceeding involving the Tax, including the determination of the value of property for purposes of real and (ii) notifies personal property ad valorem Taxes, provided that WCG shall have promptly notified Purchaser in writing within thirty (30) days of being notified of its intention to control or participate in such Tax Claim that it intends to defend such claimproceeding. Purchaser will (and its authorized representatives shall be entitled, at Purchaser’s expensewill, to attendthe extent within the power of Purchaser, but not using commercially reasonable efforts, cause each Acquired Entity to) take such action in connection with any such proceeding that WCG reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Notwithstanding the foregoing, Purchaser will be entitled to participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to proceeding involving a Pre-Closing Calculation Date Tax Period. In the case of any such Tax Claim relating to Apache, Seller shall and WCG will not settle or compromise such Tax Claim any proceeding without Purchaser’s consent (which shall prior written consent, not to be unreasonably withheld, delayed conditioned or conditioneddelayed. Purchaser will (and will, to the extent within the power of Purchaser, using commercially reasonable efforts, cause each Acquired Entity to) if such settlement inform WCG promptly, and send WCG copies promptly upon receipt, of any notice of an audit, examination, claim or compromise would assessment for any Tax for which Seller Parties are responsible and keep WCG informed of progress in the proceedings and allow WCG to attend any meetings and scheduled calls with the Governmental Authorities to the extent WCG is not controlling the proceedings. WCG will have an adverse effect on obligation to keep Purchaser similarly informed about proceedings that it controls and diligently prosecute such proceedings. Failure to give any notice or Apache in keep the other Party informed will reduce Seller Parties’ indemnification obligation pursuant to this Agreement only to the extent Seller Parties are actually prejudiced by the failure. If notice is given to WCG of the commencement of any Post-Closing Period. such audit, examination or proceeding and WCG does not, within ten (10) Business Days after Purchaser’s notice is given, give notice to Purchaser shall have the sole right of its election to defend assume or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in the defense thereof or control, all conferences, meetings and proceedings relating if WCG fails to any Tax Claim attributable to a Straddle Period. Any party that does not have diligently prosecute the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case defense of any Tax Claim that is defended proceeding for which it has elected to assume or prosecuted to a Final Determination pursuant to this Section 9.4participate in the defense, the party responsible for WCG shall be bound by any determination made in such Tax pursuant to Section 5.11 shall pay the amount of audit, examination or proceeding or any Tax arising compromise or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered settlement thereof effected by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatePurchaser.

Tax Contests. 9.4.1 (a) If a claim is made by any Taxing Authority asserts taxing authority which, if successful, might result in an indemnity payment to any member of Buyer Indemnified Parties or the Seller Indemnified Parties pursuant to Section 10.7, the Indemnified Party will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, then however, that the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall will not affect the indemnification obligations under Section 9.1.1(c), provided hereunder except to the extent the Indemnifying Party shall have (i) has actually been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right (b) With respect to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility Taxes and relating to provide indemnification a taxable period ending on or before the Closing Date or to any other taxable period in which any of the Companies or Subsidiaries joined in filing any Consolidated Tax Return, the Sellers will control all proceedings and may make all decisions in connection with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such claimrefund suits or contest the Tax Claim in any permissible manner. Purchaser Buyer will control all proceedings and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not 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) The Sellers and Buyer will jointly control and participate in or control, all conferences, meetings and proceedings taken in connection with any Tax Claim relating to Taxes of any of the Companies or Subsidiaries for any Straddle Period. Neither the Sellers nor Buyer will settle any such Tax Claim attributable to a Pre-Closing Period. In without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of the other (which consent shall not be unreasonably withheld). (d) Each of Buyer, delayed or conditioned). Seller the Companies, the Subsidiaries and its authorized representatives shall be entitledtheir respective Affiliates, at Seller’s expenseon the one hand, to attendand the Sellers and their respective Affiliates, but not participate on the other, will cooperate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation will include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested 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 such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Tax Authority asserts any a Tax Claim, then the party hereto Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyParty; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Tax Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in b) In the case of a Tax Claim relating Proceeding of or with respect to Apache it any member of the Transferred Entity Group for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 7.6(c)), Seller shall have the exclusive right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (i) acknowledges Seller shall acknowledge to Buyer in writing its responsibility obligation to provide indemnification with indemnify Buyer under this Agreement for any liability in respect of Taxes imposed on any member of the Transferred Entity Group pursuant to such claim and Section 7.1 of this Agreement, (ii) notifies Purchaser in writing within thirty (30) days Seller shall keep Buyer reasonably informed of being notified the progress of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives Proceeding, (iii) Buyer shall be entitledpermitted to review and comment on all significant written submissions made to any administrative or judicial body in connection with such Tax Proceeding to the extent such submissions relate to a member of the Transferred Entity Group, at Purchaser’s expense(iv) to the extent that an assessment must be paid in respect of Taxes prior to commencing such Tax Proceeding, Seller shall pay all such amounts prior to attendthe date that such amounts may be collected from Buyer (or any of its Affiliates, but including, for the avoidance of doubt, any member of the Transferred Entity Group for any period beginning after the Closing), and (v) Seller shall not participate in settle, compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In Proceeding without obtaining the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Buyer, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and delayed, if such settlement, compromise or abandonment could have a material adverse impact on Buyer or any of its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to Affiliates for any Tax Claim attributable to a Straddle Post-Closing Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 (c) In the case of a Tax Proceeding of or with respect to any member of the Transferred Entity Group for any Straddle Period, the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Claim Proceeding; provided that is defended (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or prosecuted furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Tax Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that an assessment (or any portion thereof) must be paid in respect of Taxes prior to commencing a Final Determination Tax Proceeding pursuant to this Section 9.47.6(c), the party responsible for Controlling Party shall pay all such amounts to the applicable Tax Authority. For purposes of this Agreement, “Controlling Party” shall mean Buyer if Buyer and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax pursuant Proceeding, or Seller if Seller and its Affiliates are reasonably expected to Section 5.11 shall pay bear the amount of any greater Tax arising or resulting from liability in connection with such Tax Claim within seven days after such Final Determination. In Proceeding; and “Non-Controlling Party” means whichever of Seller or Buyer is not the case of any Tax Claim not covered by the preceding sentence, the party responsible for Controlling Party with respect to such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateProceeding.

Tax Contests. 9.4.1 If Buyer receives any Taxing Authority asserts written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding relating to Taxes that are or could be Buyer Indemnified Taxes (a "TAX PROCEEDING"), then Buyer shall promptly notify Seller thereof in writing and shall send a copy of such notice to Electronic Data Systems Corporation, EDS Tax Department, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; Tel (972) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇; Attn: Corporate Tax Director; provided however, that no delay on the part of Buyer in notifying Seller shall relieve Seller from any obligation hereunder unless (and then solely to the extent) Seller is actually and materially prejudiced thereby. Seller will have the exclusive right to control any Tax ClaimProceedings involving a Seller Consolidated Return. With respect to any Tax Proceeding (other than a Tax Proceeding that involves a Seller Consolidated Return) Seller will have the exclusive right to control any such Tax Proceeding relating to Taxes that are or could be Buyer Indemnified Taxes or that could result in a refund payable to Seller pursuant to Section 8.2(f) so long as (i) Seller notifies Buyer, then the party hereto first receiving within fifteen (15) Business Days after Buyer has given notice of such Tax Claim promptly shall provide written notice thereof Proceeding to Seller, that Seller wishes to control such Tax Proceeding and that the Seller will indemnify Buyer from and against the entirety of any and all Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, or caused by Buyer Indemnified Taxes resulting from such Tax Proceeding (and Seller will be deemed to have so notified Buyer with respect to each such Tax Proceeding listed on Section 3.7(c) of the Company Disclosure Letter), (ii) Seller conducts the defense of such Tax Proceeding in an active and diligent manner, and (iii) such Tax Proceeding does not involve an issue for which both Seller or its Affiliates and Buyer or its Affiliates could be liable (and not indemnified by the other party). Such notice shall specify So long as the conditions set forth in reasonable detail the basis for such preceding sentence are and remain satisfied, then Seller may control the relevant Tax Claim Proceeding and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, Buyer may retain separate co-counsel at its sole costcost and expense. If Seller does not deliver the notice contemplated by the second preceding sentence within fifteen (15) Business Days after Buyer has given notice of the relevant Tax Proceeding to Seller, expense or Seller otherwise at any time fails to conduct the defense of the Tax Proceeding actively and riskdiligently, Buyer shall be entitled to have sole control over the defense or settlement, compromise, admission or acknowledgement of the Tax Proceeding; provided, however, that Seller shall be entitled to participate in such action at its own expense; and provided, further, that Buyer shall make no settlement, compromise, admission, or acknowledgement that would give rise to liability on the part of Seller without the prior written consent of Seller not to be unreasonably withheld. If clause (iii) of the third preceding sentence is or becomes unsatisfied, Buyer may defend, and may consent to the entry of any Tax Claim attributable to a Pre-Closing Period (except for judgment or enter into any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification compromise or settlement with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such the Tax Claim Proceeding, provided, however, that it intends to defend such claim. Purchaser and its authorized representatives shall Seller will not be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In bound by the case entry of any such Tax Claim relating to Apachejudgment consented to, Seller shall not settle or any such compromise such Tax Claim or settlement effected, without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s its prior written consent (which consent shall will not be unreasonably withheld, delayed withheld or conditioneddelayed). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case event that Buyer conducts the defense of any Tax Claim that is defended or prosecuted to a Final Determination Proceeding pursuant to this Section 9.4any of the preceding sentences, Seller will (i) reimburse Buyer promptly and periodically for the party portion of the costs of defending such Tax Proceeding (including reasonable attorneys' fees and expenses) that relates to Buyer Indemnified Taxes and (ii) remain responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax and all other Adverse Consequences that Buyer may incur or suffer resulting from, arising out of, relating to, or caused by Buyer Indemnified Taxes resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly Proceeding to the appropriate Taxing Authority and send evidence of such payment fullest extent provided in this Section 8.2(d). Buyer shall have the exclusive right to Purchaser defend any audit or Apache, as appropriateadministrative or judicial proceeding relating to Taxes that is not a Tax Proceeding.

Tax Contests. 9.4.1 (a) If a claim shall be made by any Taxing Authority asserts 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 Parent in writing (a “Tax Notice”) of such claim (a “Tax Claim”); provided, however, that, the failure to provide such Tax Notice shall not release Parent from any of its obligations under Section 8.5 except and solely to the extent Parent is actually and materially prejudiced by such failure. (b) With respect to any Tax Claim for any Tax period ending on or prior to the Closing Date (a “Pre-Closing Tax Claim”), Parent shall have the right to control 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 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 proceedings 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 the party hereto it shall first receiving notice pay or deposit such amount, and any subsequent refund of such Tax Claim promptly Taxes shall provide written notice thereof be paid over to the other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy Parent (net of any relevant correspondence received from the Taxing AuthorityTaxes or reasonable documented out-of-pocket costs incurred by Purchaser in connection with such refund). However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure Purchaser or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller its designee shall have the sole right to defend or prosecuteparticipate, at its sole costown expense, expense in such proceedings and risk, negotiations (including with counsel of its choice) in connection with any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends Parent timely and properly elects to defend such claim. conduct and control pursuant to this Section 8.7(b), and Parent shall keep Purchaser reasonably informed and reasonably cooperate with Purchaser and its authorized accountants and other representatives in connection with such participation. Notwithstanding anything to the contrary herein, Parent shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to settle any such Tax Claim attributable to a Pre-Closing PeriodTax Claim without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed). In the case of any such proceedings and negotiations in connection with any Pre-Closing Tax Claim relating that Parent does not elect to Apachecontrol and conduct pursuant to this Section 8.7(b), Seller 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 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 required to pay or deposit a Tax liability prior to the resolution of such Post-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). 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 any Post-Closing Tax Claim, without Parent’s written consent (such consent not to be unreasonably withheld, conditioned or delayed). In 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 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 compromise abandon any such Tax Claim without Purchaser’s written consent (which shall such consent not to be unreasonably withheld, delayed conditioned or conditioned) delayed), and provided, further, that, if such settlement Parent chooses to sue for a refund or compromise would have an adverse effect on Purchaser or Apache in any is required to pay a Tax liability prior to the resolution of a Post-Closing Period. 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 sole exclusive right to defend or prosecutecontrol in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Claim attributable to a Straddle Period. With with respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to i) any Tax Claim attributable to Return of Parent or a Straddle Period. Any party that does not have the right to defend or prosecute member of a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache Parent Group; and (as appropriateii) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim Return of a consolidated, combined, unitary or similar group that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, includes any member of the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateParent Group.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as Each party will promptly notify the other parties in writing upon receipt by such party (or any of its Affiliates) of notice of any pending or threatened audit, examination or proceeding by a result Governmental Authority in respect of such failure which an indemnity for Losses related to Taxes may be sought pursuant to Section 8.03(a), (b) or (i) or Section 8.04(e) (a “Tax Claim”). (ii) forfeited rights The Sellers shall control and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, resolve any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility any taxable period that ends on or before the day prior to provide indemnification with respect to such claim the Closing Date at the Sellers’ sole cost and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim expense; provided, however, that it intends to defend such claim. Purchaser and its authorized representatives Buyer shall be entitledhave the right, at Purchaser’s its own expense, to attendparticipate in, but and consult with the Sellers regarding any such Tax Claim. The Sellers may not participate in settle, compromise or control, all conferences, meetings and proceedings relating to resolve any such Tax Claim attributable to a Pre-Closing Period. In without the case consent of any such Tax Claim relating to ApacheBuyer, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. (iii) Buyer shall control and resolve any Tax Claim relating to any taxable period that ends on or after the Closing Date. Seller and its authorized representatives The Sellers shall be entitledhave the right, at Seller’s their own expense, to attendparticipate and consult with Buyer regarding any such Tax Claim, but not participate in or control, all conferences, meetings if and proceedings relating to the extent that such period includes any Pre-Closing Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend settlement or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case disposition of any Tax Claim that is defended or prosecuted relating to a Final Determination pursuant to this Section 9.4Straddle Period may only be made with the consent of the Sellers and Buyer, the party responsible for such Tax pursuant to Section 5.11 which consent shall pay the amount of any Tax arising not be unreasonably withheld, conditioned or resulting from such Tax Claim within seven days after such Final Determinationdelayed. In the case of Buyer shall have sole control over any Tax Claim not covered by the preceding sentence, the party responsible for such relating solely to a Post-Closing Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatePeriod.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts a Tax Claim in respect of any Tax ClaimBusiness Subsidiary that could give rise to a liability under this Article VII, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty or parties hereto; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 (b) Seller shall have the sole exclusive right to defend or prosecutecontrol, at its sole cost, expense and riskown expense, any Tax Claim attributable to a Pre-Closing Period Proceeding in respect of any Business Subsidiary (except or any consolidated, combined or unitary group that consists solely of Business Subsidiaries) for any Tax Claim attributable to a Straddle Period)taxable period that ends on or before the Closing Date; provided provided, however, that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and any Tax Proceeding solely in respect of a Business Subsidiary (iior any consolidated, combined or unitary group that consists solely of Business Subsidiaries) notifies Purchaser in writing within thirty that would reasonably be expected to have an adverse effect on Buyer or any of its Affiliates (30including the relevant Business Subsidiary) days of being notified of such Tax Claim after the Closing that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apacheis material, Seller shall not settle settle, compromise or compromise abandon such Tax Claim Proceeding without Purchaser’s obtaining the prior written consent (of Buyer, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (c) In the case of a Tax Proceeding for a Straddle Period of a Business Subsidiary (or any consolidated, combined or unitary group that consists solely of Business Subsidiaries), (i) if such settlement Tax Proceeding can be separated into separate proceedings for the Pre-Closing Tax Period and the Post-Closing Tax Period, the provisions of Section 7.04(b) shall apply, mutatis mutandis, with respect to the Pre-Closing Period, and Buyer shall have the exclusive right to control the Tax Proceeding with respect to the Post-Closing Tax Period, provided, that Buyer shall not settle or compromise any such Tax Proceeding that would reasonably be expected to have an adverse effect on Purchaser Seller or Apache in any of its Affiliates that is material without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) if such Tax Proceeding cannot be separated into separate proceedings for the Pre-Closing Tax Period and the Post-Closing Tax Period. Purchaser , the following rules shall have apply: If the sole right to defend or prosecute, any Tax Claim claim for Taxes attributable to a Straddle Period. With respect the Pre-Closing Tax Period exceeds or reasonably could be expected to a Tax Claim exceed in amount the claim for Taxes attributable to a Straddle the Post-Closing Tax Period, Purchaser Seller, or otherwise Buyer (Seller or Buyer, as the case may be, the “Tax Controlling Party”), shall be entitled to control such Tax Proceeding. In such case, the other party (the “Tax Non-Controlling Party”) shall be entitled to participate fully (at the Tax Non-Controlling Party’s sole expense) in the conduct of such Tax Proceeding and the Tax Controlling Party shall not settle settle, compromise or compromise abandon any such Tax Claim Proceeding without Seller’s prior written the consent of the Tax Non-Controlling Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Seller The Tax Controlling Party shall consult with the Tax Non-Controlling Party with respect to all significant actions in such Tax Proceeding and its authorized representatives shall be entitleddefend such action diligently and in good faith as if it were the only party in interest. (d) Buyer shall have the exclusive right to control, at Seller’s its own expense, to attendany Tax Proceeding in respect of any Business Subsidiary (or any consolidated, but not participate combined or unitary group that consists solely of Business Subsidiaries) (other than any Tax Proceeding described in Section 7.04(b) or control, all conferences, meetings Section 7.04(c) and proceedings other than any Tax Proceeding relating to any consolidated, combined or unitary Tax Claim attributable to a Straddle Period. Any party Return that does not have the right to defend includes Seller or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimits Affiliates). 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If a claim relating to Taxes is made by any Taxing Governmental Authority asserts any (a "Tax Claim") which, then if successful, would be reasonably likely to result in an indemnity payment to Purchaser or Seller, the party hereto first receiving notice Indemnitee shall promptly notify the Indemnitor of such claim no later than 15 Business Days after such Tax Claim promptly shall provide written notice thereof is made. Failure to comply with such requirement will not release the other party. Such notice shall specify in reasonable detail the basis for Indemnitor from any indemnification obligation hereunder with respect to such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available actual prejudice caused. With respect to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache a Tax Return prepared and filed by Seller, Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may, in good faith, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided however, if Purchaser may be liable for such taxes through state successor liability laws or otherwise, Purchaser may participate, at its own expense, in such proceeding and Seller shall in good faith allow Purchaser to consult with it regarding the conduct of or positions taken in any such proceeding. Purchaser shall be entitled to be informed of (i) acknowledges its responsibility to provide indemnification Seller's Tax Claim within a reasonable time after such Tax Claim is asserted, and (ii) the developments with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claimat any administrative meeting, conference, hearing or other proceeding. Neither Seller nor Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to settle any such Tax Claim attributable to a Pre-Closing Period. In without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the other, which consent shall not be unreasonably withheldwithheld or delayed. Except as otherwise provided in this paragraph (f), delayed or conditioned). Seller and its authorized representatives Purchaser shall be entitled, at Seller’s expense, control all proceedings with respect to attend, but not participate in or control, all conferences, meetings and proceedings other Tax Claims relating to the Facility or the Purchased Assets. Purchaser and Seller shall cooperate in contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation shall include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested the provision to the requesting party Party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The parties Purchaser shall otherwise cooperate with each other execute and each other’s representatives in good faith in order to contest effectively deliver such Tax Claim including any necessary powers of attorney required and other documents as are necessary to contest such Tax Claimcarry out the intent of this paragraph (f). 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts any Tax Claima claim with respect to Taxes that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under this Article VI, then the party hereto Party first receiving notice of such Tax Claim claim shall promptly shall provide written notice thereof to the other partyParty; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VI, except to the extent that the other Party is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However. (b) Seller shall, failure to give the maximum extent permitted by the organizational documents of the Purchased Entities, their Subsidiaries and the Joint Ventures, as applicable, and taking into account any rights with respect to Tax Proceedings that any owners of equity interests (direct or indirect) in such notice Subsidiaries or Joint Ventures may be entitled to, have the right to control, at its own expense, any Tax Proceeding in respect of any Purchased Entity, any of its Subsidiaries or any Joint Venture for any taxable period that ends on or before the Closing Date; provided, that Seller shall (i) consult with Purchaser regarding such Tax Proceeding, (ii) provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (iii) defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, and (iv) not affect settle any Tax Proceeding (other than with respect to any Tax Return of a consolidated, combined, unitary or similar group that includes Seller or its Affiliates other than the indemnification obligations under Section 9.1.1(c)Purchased Entities, except their Subsidiaries and the Joint Ventures) without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) solely to the extent the Indemnifying Party shall settlement of any such Tax Proceeding could reasonably be expected to have an adverse effect that is not de minimis on the Tax Liability of Purchaser or any of its Affiliates (iincluding, after the Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures) been prejudiced as in a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurePost-Closing Period. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in c) In the case of a Tax Claim relating Proceeding for a Straddle Period of any Purchased Entity, any Subsidiary of the Purchased Entities or any Joint Venture, the Controlling Party shall, to Apache it (i) acknowledges its responsibility to provide indemnification the maximum extent permitted by the organizational documents of the Purchased Entities, their Subsidiaries and the Joint Ventures, as applicable, and taking into account any rights with respect to Tax Proceedings that any owners of equity interests (direct or indirect) in such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall Subsidiaries or Joint Ventures may be entitledentitled to, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting control, at its own expense, such Tax Claim as Proceeding; provided, however, that (i) the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) Controlling Party shall provide or cause to be provided any information the Non-controlling Party with a timely and reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with detailed account of each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment stage of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.Tax

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts a Tax Claim relating to any Tax ClaimPre-Closing Period, then the party hereto first (including any Subsidiary of such party) receiving any notice of related to such Tax Claim shall promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure party or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureparties hereto. 9.4.2 Seller (b) The Sellers shall have the sole right to diligently defend or prosecute, at its their sole costexpense, expense and risk, any such Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period)Claim; provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility the Sellers are obligated (either by the Sellers' written acknowledgment or by determination as described below) to provide indemnification with respect to indemnify Purchaser for such claim and Tax Claim under this Article XII, (ii) notifies the Sellers shall not, without the prior written consent of Purchaser in writing within thirty (30) days of being notified which consent shall not be unreasonably withheld), enter into any compromise or settlement of such Tax Claim that it intends would result in any Tax detriment to defend any Tax Indemnitee for any Post-Closing Period unless such claimposition is consistent with positions previously taken by the Limited Companies, APX-Brazil or the APX Continuing Business, and (iii) if a Tax Indemnitee is requested by the Sellers to pay or cause to be paid the Tax claimed and to sue ▇▇▇ a refund, then the Sellers shall advance to the Tax Indemnitee, on an interest-free basis and a Grossed-Up Basis, the amount of the Tax claimed. Purchaser The Sellers shall keep Purchaser, the Limited Companies, APX-Brazil and its authorized representatives the APX Continuing Business informed of any developments and events relating to such Tax Claim (including providing Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business with copies of all written materials relating to such Tax Claim), and Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business shall be entitled, at Purchaser’s its own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a PreClaim. Purchaser, the Limited Companies, APX-Closing Period. In Brazil or the case APX Continuing Business agrees that it will cooperate with the Sellers and their counsel in the defense or prosecution of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache the extent reasonably requested by the Sellers in any Post-Closing Periodwriting. Purchaser shall have If the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With Sellers contest their indemnification obligations with respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable under this Article XII, the Sellers and Purchaser shall undertake in good faith to a Straddle Periodresolve this issue. Any party that does not If the Sellers and Purchaser are unable to resolve the issue within 10 days, the Sellers and Purchaser shall engage jointly an independent nationally recognized law firm to determine whether the Sellers' indemnification obligations under this Article XII encompass such Tax Claim. The determination of such law firm shall be final and binding on the parties solely for purposes of determining whether the Sellers shall have the right to defend or prosecute a particular Tax Claim; provided, however, that if the party against whom the determination is made does not offer the other party the opportunity to control the defense or prosecution of such Tax Claim, the determination shall be final and binding on such party. The fees and other costs charged by such law firm in making such determination shall be paid by the party against whom the determination is made. (c) The Sellers and Purchaser jointly shall defend or prosecute any Tax Claim shall take relating to any taxable period which includes (but does not end on) the Effective Date, with control of the defense or cause to be taken such actions prosecution being undertaken by the party with the greatest amount in connection with contesting interest based upon the amount of Taxes asserted in such Tax Claim as Claim. All costs, fees and expenses paid to Third Parties in the party defending course of the defense or prosecuting prosecution of such Tax Claim shall reasonably request from time to time. So long be borne by the Sellers and Purchaser in the same ratio as Purchaser or Seller is defending or prosecuting a Tax Claimthe ratio in which, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested pursuant to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers terms of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4Agreement, the party responsible Sellers and Purchaser would share the responsibility for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateTaxes.

Tax Contests. 9.4.1 If any Taxing Authority asserts party to this Agreement receives any Tax Claim, then the written notice from any taxing authority proposing an adjustment to any tax for which any other party hereto first receiving notice of may be obligated to indemnify under this Agreement, within ten business days thereafter such Tax Claim promptly party shall provide give to the others written notice thereof to the other party. Such notice shall specify that describes such proposed adjustment in reasonable detail the basis for such Tax Claim detail, and shall include a copy indicate the amount (estimated, if necessary) of any relevant correspondence received from the Taxing Authorityincrease in tax that may be suffered by Buyer, Seller or the Company, as the case may be. However, The failure to give such notice pursuant to this Section 9.3 (e), however, shall not affect reduce the indemnification obligations under Section 9.1.1(c)of a party hereunder unless, except and then only to the extent the Indemnifying Party shall have (i) been prejudiced as a result of extent, such failure or prejudices the rights of the other party to contest such tax adjustment. Seller and Front Royal, Inc., including their duly appointed representative, shall be responsible for defending against (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend negotiate, resolve, settle or prosecute, at its sole cost, expense and risk, contest) any Tax Claim attributable to claim for a Pre-Closing Period (except tax liability against the Company made by any taxing authority for any Tax Claim attributable to a Straddle Period)taxable period, or portion thereof, ending on or before the Closing Date; provided provided, however, that Seller shall keep Buyer advised of the status (and any change in the case of a Tax Claim relating to Apache it (istatus) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claimclaims. Purchaser and its authorized representatives shall be entitledThe foregoing notwithstanding, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apachewithout Buyer's prior written consent, Seller shall not settle enter into any agreement that would adversely affect Buyer or compromise such Tax Claim the Company (including, without Purchaser’s limitation, liability for taxes with respect to taxable periods ending after the Closing Date), except for adverse effects that are included in tax liabilities subject to indemnification pursuant hereto. In the event Buyer does not consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With settlement agreement recommended by Seller with respect to a Tax Claim attributable to a Straddle Periodany tax liabilities, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). then the aggregate amount of the indemnification payable by Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as tax liabilities shall not exceed the party defending amount that would otherwise have been payable had Seller so entered into such settlement agreement. Buyer shall within 14 days after it has knowledge of the assertion or prosecuting such Tax Claim shall reasonably request from time commencement thereof notify Seller of the written assertion of any claim or the commencement of any suit, action, proceeding, investigation or audit (any of the foregoing, a "Contest") that could give rise to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claimany tax liabilities subject to indemnification hereunder, Seller, Purchaser or Apache (as appropriate) and shall provide or cause Seller with copies (subject to be provided any information reasonably requested to the requesting party and deletion of unrelated information) of all correspondence relating to such Tax ClaimContest. The parties Each party shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively bear its own costs of defending against such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimContest. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If a claim is made by any Taxing Authority asserts any Tax Claimtaxing authority which, then if successful, might result in an indemnity payment pursuant to Section 7.7, the indemnified party hereto first receiving notice will promptly notify the indemnifying party of such Tax Claim promptly shall provide written notice thereof to claim (a "TAX CLAIM"); PROVIDED, HOWEVER, that the other party. 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. However, failure to give such notice shall will not affect the indemnification obligations under Section 9.1.1(c), provided hereunder except to the extent the Indemnifying Party shall have (i) indemnifying party has actually been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right (b) With respect to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility a taxable period ending on or before the Closing Date or to provide indemnification any other taxable period in which Quail joined in filing any consolidated, combined or unitary tax return, Asahi will control all proceedings and may make all decisions taken in connection with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in refund suits or control, all conferences, meetings and proceedings relating to any such contest the Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have permissible manner, provided however, that neither Asahi nor any of its appointed representatives shall, without the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Buyer, which consent shall not be unreasonably withheld, delayed enter into any settlement of any contest or conditionedotherwise compromise any issue that affects or may affect the tax liability of Quail for any taxable year or other taxable period or portion thereof ending after the Closing Date. Except as provided in the first sentence of this Section 7.9(b). Seller , Buyer and its authorized duly appointed representatives shall be entitledwill control all proceedings and make all decisions taken in connection with such Tax Claim (including selection of counsel) and without limiting the foregoing, at Seller’s expensemay 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 Claim and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner with respect to attendany taxable year or other taxable period in which Quail did not join in filing any consolidated tax return ending after the Closing Date. Asahi will keep Buyer informed in respect of all material aspects of such Tax Claims. (c) Except as otherwise provided in Section 7.9(b), but not Asahi and Buyer will jointly control and participate in or control, all conferences, meetings and proceedings relating to taken in connection with any Tax Claim attributable relating to a Taxes of Quail for any Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting Neither Asahi nor Buyer will settle any such Tax Claim as without the party defending or prosecuting such Tax Claim shall reasonably request from time prior written consent of the other (not to time. So long as Purchaser or Seller is defending or prosecuting a be unreasonably withheld). (d) Each of Buyer, Quail and their respective affiliates, on the one hand, and Asahi and its respective affiliates, on the other, will cooperate in contesting any Tax Claim, Seller, Purchaser or Apache which cooperation will include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested 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 such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If a claim is made by any Taxing Authority asserts any Tax Claimtaxing authority which, then if successful, might result in an indemnity payment pursuant to Section 13.6, the party hereto first receiving notice Indemnified Party will promptly notify the Indemnifying Party of such Tax Claim promptly shall provide written notice thereof to claim (a "TAX CLAIM"); PROVIDED, HOWEVER, that the other party. 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. However, failure to give such notice shall will not affect the indemnification obligations under Section 9.1.1(c), provided hereunder except to the extent the Indemnifying Party shall have (i) has actually been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right (b) With respect to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it Income Taxes and relating to a taxable period ending on or before the date hereof, Seller will control all proceedings and may make all decisions taken in connection with such Tax Claim (iincluding selection of counsel) acknowledges and, without limiting the foregoing, may in its responsibility to provide indemnification sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect to thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such claim and (ii) notifies Purchaser refund suits or contest the Tax Claim in writing within thirty (30) days any permissible manner. Seller will keep Buyer informed in respect of being notified all material aspects of such Tax Claim that it intends to defend such claim. Purchaser Claims. (c) Except as otherwise provided in Section 13.8(b), Seller and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not Buyer will jointly control and participate in or control, all conferences, meetings and proceedings taken in connection with any Tax Claim relating to Income Taxes of the Company for any Straddle Period. Neither Seller nor Buyer will settle any such Tax Claim attributable without the prior written consent of the other (not to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld). (d) Except as otherwise provided in this Section 13.8, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache Buyer will control all proceedings and may make all decisions taken in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, connection with any Tax Claim attributable to (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a Straddle Period. With respect to a refund where applicable Law permits such refund suits or contest the Tax Claim attributable to a Straddle Periodin any permissible manner. (e) Each of Buyer, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheldthe Company and their respective Affiliates, delayed or conditioned). on the one hand, and Seller and its authorized representatives shall be entitledrespective Affiliates, at Seller’s expenseon the other, to attend, but not participate will cooperate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation will include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested 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 such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If (i) Buyer agrees to give prompt written notice to Seller if it or any Taxing Authority asserts Affiliate 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 a Company Group Entity (including any administrative or judicial review of any claim for refund) for which Seller may be required to provide indemnification pursuant to this Agreement (a “Tax Contest”). (ii) Seller shall have the right to control and defend the conduct of any Tax ClaimContest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, then for the party hereto first receiving notice avoidance of such doubt, accountants) of its choice, provided, that (A) Seller shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Claim promptly shall provide written notice thereof Contest, (B) Buyer may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the other party. Such notice shall specify in reasonable detail defense of the basis for such Pre-Closing Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. HoweverContest, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c)including, except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available circumstances allow, having an opportunity to review any written materials prepared in connection with the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period Tax Contest and the right to attend any conferences relating thereto, and (except for C) Seller will not settle or consent to the entry of any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification order, ruling, decision, or other similar determination or finding with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In Tax Contest without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed). Seller and its authorized representatives . (iii) Buyer shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or prosecute a particular any Pre-Closing Tax Claim Contest for which the Seller Representative has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 6.09(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 Seller would be required to provide indemnification pursuant to this Agreement, (A) Buyer shall take or cause keep Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) Seller may assume joint control and 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 be taken such actions review and comment on any written materials prepared in connection with contesting such Tax Claim as items in the party defending Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) Buyer will not settle or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested consent to the requesting party and relating entry of any order, ruling, decision or other similar determination or finding with respect to such Tax Claim. The parties items in the Other Tax Contest without the prior written consent of Seller (which consent shall otherwise cooperate with each other and each other’s representatives in good faith in order not to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimbe unreasonably withheld, conditioned or delayed). 9.4.3 In (iv) For the case avoidance of any doubt, the term Tax Claim that is defended or prosecuted to a Final Determination pursuant to Contest shall not include, and this Section 9.46.09(g) shall not apply to, any audits, adjustments, claims, examinations, assessments, or other administrative or judicial proceedings with the party responsible for such Tax pursuant to Section 5.11 shall pay the amount purpose or effect of any Tax arising re-determining Taxes of or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable with respect to any Tax Claim directly to Return of the appropriate Taxing Authority and send evidence Seller Affiliated Group (which includes the consolidated U.S. federal income tax return of such payment to Purchaser or Apache, as appropriatethe Seller Affiliated Group).

Tax Contests. 9.4.1 If any Taxing Authority asserts (a) After the Closing, Purchaser shall promptly (within fifteen (15) days) notify Seller in writing of the commencement of any Tax Claimaudit or administrative or judicial proceeding or of any demand or claim on Purchaser which, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof if determined adversely to the other partytaxpayer or after the lapse of time would be grounds for indemnification under Section 10.01(a). Such notice shall specify contain factual information (to the extent known to Purchaser) describing the asserted Tax liability in reasonable detail the basis for such Tax Claim and shall include a copy copies of any relevant correspondence notice or other document received from any Governmental Authority in respect of any such asserted Tax liability. If Purchaser fails to give Seller prompt notice of an asserted Tax liability as required by this Section 10.02(a), then (i) if Seller is precluded by the Taxing Authorityfailure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall have no obligation to indemnify Purchaser, the Company or any Subsidiary against any loss arising out of such asserted Tax liability, and (ii) if Seller is not so precluded from contesting but such failure to give prompt notice results in a detriment to Seller, then any amount which Seller is otherwise required to pay Purchaser, the Company or any Subsidiary pursuant to Section 10.01 with respect to such liability shall be reduced by the amount caused by such detriment. (b) Seller may elect to direct, through counsel chosen by Seller and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 10.01(a) (any such audit, claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If Seller elects to direct the Contest of an asserted Tax liability, Seller shall within ninety (90) calendar days after receipt of written notice of the asserted Tax liability notify Purchaser of its intent to do so, and Purchaser, the Company and each affected Subsidiary shall fully cooperate in each phase of such Contest. If Seller elects not to direct the Contest or Seller fails to notify Purchaser of its election as herein provided, Purchaser, the Company and each affected Subsidiary may pay, compromise or contest, at its own expense, such asserted liability and seek indemnification therefor pursuant to Section 10.01(a). However, failure in such case, Purchaser, the Company and each affected Subsidiary may not settle or compromise any asserted Tax liability without first giving written notice to give Seller of the terms of such notice settlement or compromise and receiving the written consent of Seller to such settlement or compromise; provided, however, that consent to such settlement or compromise shall not affect the indemnification obligations under Section 9.1.1(c)be unreasonably withheld by Seller. In any event, except to the extent the Indemnifying Party shall have (i) been prejudiced as a result each of such failure or (ii) forfeited rights Purchaser and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend attend and participate, at their own expense, in the Contest. If Seller chooses to direct the Contest, Purchaser, the Company and each affected Subsidiary shall promptly empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as Seller may designate to represent the relevant entity or prosecuteany successor thereto in the Contest insofar as the Contest involves an asserted Tax liability for which Seller would be liable under Section 10.01(a). (c) Except for the proceedings the control of which is determined pursuant to Section 10.02(b), Purchaser shall, at its sole costown expense, expense control, manage and risk, any Tax Claim attributable to a Pre-Closing Period (except solely be responsible for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification audit, contest, claim, proceeding or inquiry with respect to such claim Taxes for any taxable year or period ending after the Closing Date, and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole exclusive right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise contest any such Tax Claim audit, contest, claim, proceeding or inquiry without Seller’s prior written the consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller of any other party and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for all Taxes payable for any such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising year or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateperiod.

Tax Contests. 9.4.1 (A) If a claim shall be made by any Taxing Authority asserts taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment to Purchaser or any of its Affiliates pursuant to Section 7.4(g), Purchaser shall promptly notify Pfizer of such claim no later than 30 days after such Tax Claim is made; provided, however, the failure by Purchaser to provide such notification shall not relieve Pfizer of its indemnification obligations hereunder except to the extent that Pfizer is prejudiced thereby. (B) With respect to any Tax ClaimClaim relating to a taxable period ending on or before the Closing Date or relating to or affecting a Consolidated Tax Return, then 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 party hereto first receiving notice foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser shall be entitled to be informed of such Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in within a reasonable detail the basis for time after such Tax Claim is asserted and shall include a copy of the developments with respect to such Tax Claim at any relevant correspondence received from the Taxing Authority. Howeveradministrative meeting, failure to give such notice shall not affect the indemnification obligations under conference, hearing or other proceeding. (C) Except as otherwise provided in Section 9.1.1(c7.4(i)(B), except to the extent the Indemnifying Party Pfizer and Purchaser shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights jointly control and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, participate in all proceedings taken in connection with any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Taxes of the Conveyed Companies for any Straddle Period. Neither Pfizer nor Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to settle any such Tax Claim attributable to a Pre-Closing Period. In without the case prior written consent of any such Tax Claim relating to Apachethe other, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned. (D) if such settlement or compromise would have an adverse effect on Purchaser or Apache Except as otherwise provided in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle PeriodSection 7.4(i)(B), Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent control all proceedings with respect to Taxes for any taxable period beginning after the Closing Date. (which consent shall not be unreasonably withheldE) Purchaser, delayed or conditioned). Seller the Conveyed Companies and each of their respective Affiliates, on the one hand, and Pfizer and its authorized representatives respective Affiliates, on the other, shall be entitled, at Seller’s expense, to attend, but not participate cooperate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation shall include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The parties Purchaser shall otherwise cooperate with each other execute and each other’s representatives in good faith in order to contest effectively deliver such Tax Claim including any necessary powers of attorney required and other documents as are necessary to contest such Tax Claim. 9.4.3 In carry out the case intent of any Tax Claim that is defended or prosecuted this Section. Back to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.Contents

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available With respect to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable Proceeding relating to (A) a Pre-Closing Tax Period (except for any Tax Claim attributable to other than a Straddle Period); provided , (B) any Taxes that are Excluded Liabilities or (C) a consolidated Tax Return (of which Seller or any of its Affiliates is a part), Seller may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the case of a Tax Claim relating to Apache it (i) acknowledges foregoing, may, in its responsibility to provide indemnification sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect to such claim thereto, and (ii) notifies Purchaser may, in writing within thirty (30) days of being notified of its sole discretion, either pay the applicable Tax liability and ▇▇▇ for a refund or contest the Tax at issue in such Tax Claim Proceeding; provided, however, that it intends to defend such claim. Purchaser and its authorized representatives shall be entitlednotwithstanding the foregoing, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating with respect to any such Tax Claim attributable Proceeding other than a Tax Proceeding described by clause (C), to a Pre-Closing Period. In the case of any extent that such Tax Claim relating Proceeding could reasonably be expected to Apache, Seller shall not settle result in an indemnity obligation of Buyer under Section 7.06(c) or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would otherwise have an adverse effect on Purchaser the Transferred Assets or Apache the Business in any a Post-Closing Tax Period. Purchaser , Buyer shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise participate in such Tax Claim Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without Seller’s prior written the consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Seller and its authorized representatives shall be entitledNotwithstanding anything to the contrary herein, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating with respect to any Tax Claim attributable to a Straddle Period. Any party Proceedings described above in clause (A), (B) or (C) that Seller does not control, Seller shall have the right to defend participate in such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or prosecute delayed). With respect to any Tax Proceeding relating to a particular Tax Claim shall take Straddle Period with respect to the Transferred Assets or cause the Business, Buyer may choose in its sole discretion (at its expense) to be control all proceedings and may make all decisions taken such actions in connection with contesting such Tax Claim as Proceeding (including selection of counsel), and, without limiting the party defending foregoing, may, in its sole discretion, pursue or prosecuting forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and ▇▇▇ for a refund or contest the Tax at issue in such Tax Claim Proceeding; provided, however, that, notwithstanding the foregoing, Seller shall reasonably request from time have the right to timeparticipate in such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). So long Notwithstanding anything to the contrary herein, with respect to any Tax Proceeding relating to a Straddle Period described in the previous sentence that Buyer does not control, Buyer shall have the right to participate in such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (ii) Except as Purchaser otherwise provided herein, Buyer shall control all proceedings with respect to Taxes relating solely to the Transferred Assets or the Business, in each case, for any Post-Closing Tax Period. (iii) Buyer and each of its Affiliates, on the one hand, and Seller is defending or prosecuting a and its Affiliates, on the other hand, shall cooperate in contesting any Tax ClaimProceeding, Sellerwhich cooperation shall include the retention and, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested upon request, the provision to the requesting party of records and information, including copies of any relevant Tax Returns and supporting work schedules, which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax ClaimProceeding. The parties Buyer and Seller shall otherwise cooperate with each other execute and each other’s representatives in good faith in order to contest effectively deliver such Tax Claim including any necessary powers of attorney required and other documents as are necessary to contest such Tax Claim. 9.4.3 In carry out the case intent of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate7.06(d).

Tax Contests. 9.4.1 (i) If a claim is made by any Taxing Authority asserts any (a "Tax Claim") which, then if successful, might result in an indemnity payment to Parent or Buyer or any of their Affiliates pursuant to Section 7.6(k), the indemnified party hereto first receiving notice shall notify the indemnifying party of such claim no later than ten (10) Business Days after such Tax Claim promptly shall is made; provided, however, that the failure to provide written notice thereof to the other party. Such timely notice shall specify in reasonable detail release the basis for indemnifying party from any indemnification obligation hereunder with respect to such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except only to the extent of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available actual prejudice caused by the delay. Notwithstanding anything to the Indemnifying Party as a result of such failure. 9.4.2 Seller contrary contained in this Agreement, this Section 7.6(l) and not Section 10.4 and Section 10.5 shall have the sole right to defend or prosecute, at its sole cost, expense and risk, govern any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it a breach of representations and warranties contained in Section 5.10. (1) With respect to any Tax Claim relating to a Tax Return prepared and filed by Parent (including any Consolidated Tax Return), Parent 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 commercially reasonable discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its commercially reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer shall be entitled to be informed of (i) acknowledges its responsibility to provide indemnification such Tax Claim within a reasonable time after such Tax Claim is asserted and (ii) the significant developments with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends at any administrative meeting, conference, hearing or other proceeding. (2) Parent and Buyer shall jointly control and participate in all proceedings in connection with any Tax Claim relating to defend Taxes for any Straddle Period and costs incurred by Parent and Buyer in connection with such claim. Purchaser and its authorized representatives proceedings shall be entitled, at Purchaser’s expense, borne by Parent and Buyer in proportion to attend, but not participate their liability for the Taxes asserted in the Tax Claim. Neither Parent nor Buyer shall settle or control, all conferences, meetings and proceedings relating to compromise any such Tax Claim attributable to a Pre-Closing Period. In without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of the other, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (3) Except as otherwise provided in Section 7.6(l)(i)(1) and Section 7.6(l)(i)(2). Seller , Buyer shall control all proceedings with respect to Taxes for any taxable period beginning after the Closing Date. (ii) Buyer and each of their respective Affiliates (including the Analytical Technologies Companies and the Joint Ventures) on the one hand, and Parent and its authorized representatives Affiliates, on the other hand, shall be entitled, at Seller’s expense, to attend, but not participate cooperate in or control, all conferences, meetings and proceedings relating to contesting any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache which cooperation shall include the retention and (as appropriateupon request) shall provide or cause to be provided any information reasonably requested the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The parties Buyer shall otherwise cooperate with each other execute and each other’s representatives in good faith in order to contest effectively deliver such Tax Claim including any necessary powers of attorney required and other documents as are necessary to contest such Tax Claim. 9.4.3 In carry out the case intent of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate7.6.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim(a) To the extent Taxes paid by the 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, then the party hereto first receiving notice of such Tax Claim promptly Company shall provide written notice thereof be entitled to withdraw from the Escrow Amount, without defense, at or prior to the filing of the Return, the amount due in excess of the reserve. (b) Parent shall prepare and file, or shall cause to be prepared and filed, all Returns required to be filed by or with respect to the Company, other party. Such notice shall specify than those Returns described under Section 4.6. (c) For purposes of Section 8.1(iv), in reasonable detail the basis for such Tax Claim and shall include a copy case of any relevant correspondence received from taxable period that includes but does not end on the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(cClosing Date (a “Straddle Period”), except the amount of any taxes based on or measured by income or receipts of Company deemed to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable relate to a Pre-Closing Period (except 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 any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable 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. In Shareholders’ Representative shall control the case 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 liability of the Company (any such audit or proceeding relating to an asserted Tax liability referred to herein as a “Tax Contest”) relating solely to Pre-Closing Periods, but Parent shall have the right to participate in any such Tax Contest at its own expense and, with the written consent of the Shareholders’ Representative, and at its expense, may assume control of the conduct of such Tax Contest. If Shareholders’ Representative fails to assume control of the conduct of any such Tax Claim relating to Apache, Seller shall not settle or compromise Contest within a reasonable period following the receipt by any party of notice of such Tax Claim without Purchaser’s consent (which Contest, Parent shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend assume control of such Tax Contest and shall be able to 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 its own tax matters prior to the merger. (e) (i) From and after the 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 (which will not be subject to any dollar threshold) arising out of or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as any and all Taxes of the party defending Company for all Pre-Closing Periods, or prosecuting such Tax Claim shall reasonably request from time which relate to time. So long as Purchaser an event or Seller is defending transaction occurring on or prosecuting a Tax Claimbefore the Closing Date, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party extent such Losses exceed the amount, if any, reserved for and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives reflected in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimthe Final Working Capital. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (a) If any Taxing Authority taxing authority asserts any a Tax ClaimClaim in respect of the Acquired Companies, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article XIV, but the other party’s indemnity obligations shall be reduced (including the complete elimination thereof if applicable), but only to the extent of any liability under this Article XIV (or any increase thereof) incurred as a result of the delay or failure to receive such timely notice. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failuretaxing authority. 9.4.2 (b) Seller shall have the sole and absolute right to defend control any audit, examination, contest, litigation or prosecute, at its sole cost, expense and riskother proceeding involving federal income Taxes of the Acquired Companies for all taxable periods that end on or before the Closing Date. Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any state and local taxing authority (a “Tax Claim attributable to a Pre-Closing Period (except Proceeding”) of the Acquired Companies for any Tax Claim attributable to a Straddle Period)taxable period that ends on or before the Closing Date; provided provided, that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives Seller shall be entitlednot settle, at Purchaser’s expense, to attend, but not participate in compromise or control, all conferences, meetings and proceedings relating to abandon any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) Proceeding if such settlement or compromise action would reasonably be expected to have an a significant adverse effect impact on Purchaser or Apache in any Post-Closing Period. Purchaser shall have without obtaining the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Purchaser shall promptly notify Seller and upon receipt by Purchaser or any of its authorized representatives shall be entitledSubsidiaries of notice of any claim, at Seller’s expense, to attend, but not participate in assessment or control, all conferences, meetings and proceedings dispute relating to any Tax Claim attributable Proceeding which Seller is entitled to a Straddle Period. Any party that does not have the right control under this Section 14.7(b) and shall promptly forward to defend Seller any communications received from or prosecute a particular Tax Claim shall take or cause sent to be taken such actions any taxing authority in connection with contesting any such Tax Claim as Proceeding. Notwithstanding Section 14.7(a) and the party defending or prosecuting such foregoing provisions of this Section 14.7(b), in the event that Seller is entitled to and does seek Purchaser’s consent to settle a Tax Claim and Purchaser determines that it prefers to pursue the Tax Claim further, Purchaser may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of the Tax Claim ultimately is determined to be greater than the amount for which Seller was willing to settle, Purchaser shall reasonably request from time to timebear such excess cost. So long as In the event that Purchaser or Seller is defending or prosecuting takes over control of a Tax Claim, SellerSeller shall cooperate fully with Purchaser in connection with such Tax Claim (including, Purchaser if necessary, executing or Apache (as appropriate) shall provide or cause causing to be provided any information reasonably requested executed powers-of-attorney or other documents necessary in order for Purchaser to the requesting party and relating to exercise its control over such Tax Claim. The parties ) and Purchaser shall otherwise cooperate with each other and each other’s representatives in good faith in order then be able to contest effectively settle such Tax Claim including any necessary powers without the consent of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final DeterminationSeller. In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have the right to control such Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Seller shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iv) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (v) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (vi) Seller shall be entitled to participate in (but not control) such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Seller or any of its Affiliates and (vii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Seller if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (c) Subject to Sections 14.7(a) and (b), Purchaser shall have the right to control any Tax Claim Proceeding involving the Acquired Companies; provided, however, that Purchaser shall not covered by the preceding sentencesettle, the party responsible for compromise or abandon any such Tax pursuant Proceeding, if such action would reasonably be expected to have a significant adverse impact on Seller, without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Sections 14.7(a) and (b) or the foregoing provisions of this Section 5.11 shall pay 14.7(c), in the full event that Purchaser is entitled to and does seek Seller’s consent to settle a Tax Claim and Seller determines that it prefers to pursue the Tax Claim further, Seller may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of any the Tax arising Claim ultimately is determined to be greater than the amount for which Purchaser was willing to settle, Seller shall bear such excess cost. In the event that Seller takes over control of a Tax Claim, Purchaser shall cooperate fully with Seller in connection with such Tax Claim (including, if necessary, executing or resulting from causing to be executed powers-of-attorney or other documents necessary in order for Seller to exercise its control over such Tax Claim, at least seven (7) days before the date payment of and Seller shall then be able to settle such Tax is due. At its election, Seller shall pay Claim without the amount consent of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatePurchaser.

Tax Contests. 9.4.1 (a) If any Taxing Authority asserts a Tax Claim relating to any Tax ClaimPre-Closing Period, then the party hereto first (including any Subsidiary of such party) receiving any notice of related to such Tax Claim shall promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure party or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureparties hereto. 9.4.2 Seller (b) The Sellers shall have the sole right to diligently defend or prosecute, at its their sole costexpense, expense and risk, any such Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period)Claim; provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility the Sellers are obligated (either by the Sellers' written acknowledgment or by determination as described below) to provide indemnification with respect to indemnify Purchaser for such claim and Tax Claim under this Article XII, (ii) notifies the Sellers shall not, without the prior written consent of Purchaser in writing within thirty (30) days of being notified which consent shall not be unreasonably withheld), enter into any compromise or settlement of such Tax Claim that it intends would result in any Tax detriment to defend any Tax Indemnitee for any Post-Closing Period unless such claimposition is consistent with positions previously taken by the Limited Companies, APX-Brazil or the APX Continuing Business, and (iii) if a Tax Indemnitee is requested by the Sellers to pay or cause to be paid the Tax claimed and to sue ▇▇▇ a refund, then the Sellers shall advance to the Tax Indemnitee, on an interest-free basis and a Grossed-Up Basis, the amount of the Tax claimed. Purchaser The Sellers shall keep Purchaser, the Limited Companies, APX-Brazil and its authorized representatives the APX Continuing Business informed of any developments and events relating to such Tax Claim (including providing Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business with copies of all written materials relating to such Tax Claim), and Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business shall be entitled, at Purchaser’s its own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a PreClaim. Purchaser, the Limited Companies, APX-Closing Period. In Brazil or the case APX Continuing Business agrees that it will cooperate with the Sellers and their counsel in the defense or prosecution of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache the extent reasonably requested by the Sellers in any Post-Closing Periodwriting. Purchaser shall have If the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With Sellers contest their indemnification obligations with respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable under this Article XII, the Sellers and Purchaser shall undertake in good faith to a Straddle Periodresolve this issue. Any party that does not If the Sellers and Purchaser are unable to resolve the issue within 10 days, the Sellers and Purchaser shall engage jointly an independent nationally recognized law firm to determine whether the Sellers' indemnification obligations under this Article XII encompass such Tax Claim. The determination of such law firm shall be final and binding on the parties solely for purposes of determining whether the Sellers shall have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as Claim; provided, however, that if the party defending against whom the determination is made does not offer the other party the opportunity to control the defense or prosecuting prosecution of such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, the determination shall be final and binding on such party. The fees and other costs charged by such law firm in making such determination shall be paid by the party against whom the determination is made. (c) The Sellers and Purchaser jointly shall defend or Apache (as appropriate) shall provide or cause to be provided prosecute any information reasonably requested to the requesting party and Tax Claim relating to any taxable period which includes (but does not end on) the Effective Date, with control of the defense or prosecution being undertaken by the party with the greatest amount in interest based upon the amount of Taxes asserted in such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4All costs, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.fees and

Tax Contests. 9.4.1 If Parent agrees to give written notice to the Representative upon its receipt (or the receipt by any Taxing of its Affiliates) of any written notice from a Governmental Authority asserts which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by Parent pursuant to Section 8.2 a Tax may be sought from a Shareholder or a Tax refund or credit described in Section 8.6 (a “Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period”); provided that failure to comply with this provision will not affect Parent’s right to indemnification hereunder, unless and only to the extent that such failure results in a material prejudice to the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claimShareholders. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in The Representative will control the contest or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case resolution of any such Tax Claim relating to ApacheClaim; provided, Seller shall not settle or compromise such Tax Claim without Purchaser’s however, that the Representative will obtain the prior written consent of Parent (which shall consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a Tax Claim or ceasing to defend such Tax Claim if such settlement or compromise action would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall adversely impact Parent; provided further, that Parent will have the sole right to defend participate in the defense of such Tax Claim, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Parent, as the case may be. The Representative shall promptly notify Parent if the Representative decides not to control the defense or prosecute, settlement of any Tax Claim attributable which it is entitled to a Straddle Period. With respect control pursuant to a this Section 8.4, and Parent shall thereupon be permitted to have the exclusive right to control, defend and settle such Tax Claim, and any costs and expenses of defense and investigation, including court costs and reasonable attorney’s fees, incurred or suffered by Parent in connection with such defense shall constitute Losses subject to indemnification under this Agreement, regardless of the outcome of the Tax Claim attributable and notwithstanding anything to a Straddle Periodthe contrary in this Agreement (including, Purchaser for the avoidance of doubt, Section 8.2) provided, however, that Parent shall not settle or compromise such Tax Claim without Seller’s obtain the prior written consent of the Representative (which consent shall will not be unreasonably withheld, delayed delayed, or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to ) before entering into any settlement of a Tax Claim attributable to a Straddle Period. Any party that does not have the right or ceasing to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as if such action would adversely impact the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax ClaimShareholders. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 (i) If any Taxing Authority asserts any a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other partyparty or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 5.5, except to the extent that the other 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 relevant correspondence received from the Taxing Authority. However. (ii) Seller shall have the right to control, failure to give such notice shall not affect at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of the indemnification obligations under Section 9.1.1(c)Bank and its Subsidiaries for any taxable period that ends on or before the Closing Date; provided, except however, that, if and to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available Tax Proceeding relates to the Indemnifying Party as a result Taxes of such failure. 9.4.2 Seller shall have the sole right to defend Bank or prosecute, at any of its sole cost, expense Subsidiaries and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would could have an adverse effect that is material on Purchaser the Bank and its Affiliates, (A) Seller shall provide the Bank with a timely and reasonably detailed account of each stage of such Tax Proceeding, (B) Seller shall consult with the Bank and offer the Bank an opportunity to comment before submitting any written materials prepared or Apache furnished in connection with such Tax Proceeding, (C) Seller shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) the Bank shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any Post-written materials relating to such Tax Proceeding received from the relevant Taxing Authority to the extent such Tax Proceeding relates to the 2008 taxable year and the short 2009 taxable year ending on the Closing Period. Purchaser shall have the sole right to defend or prosecuteDate, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser and (E) Seller shall not settle settle, compromise or compromise abandon any such Tax Claim Proceeding without Seller’s obtaining the prior written consent (of the Bank, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives delayed. (iii) The Bank shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claimcontrol, Sellerat its own expense, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, Proceeding involving the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of Bank and its Subsidiaries (other than any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Proceeding described in Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate5.5(c)(ii)).

Tax Contests. 9.4.1 From and after the Effective Date, QR shall promptly notify BCI GP in writing upon receipt by QR or any of its affiliates of any communication from any Governmental Authority concerning any pending or threatened audit, proposed adjustment or deficiency, assessment, administrative or judicial proceeding, or other action, in each case with respect to taxes (including penalties, interest and additions thereto) for a Pre-Closing Tax Period, against REIT A (or any REIT A Retained Entities) or for which either BCI GP or BCI LP has an indemnification obligation (including with respect to any “imputed underpayment”) pursuant to this Agreement (a “Tax Claim”). QR shall have the right to control any such Tax Claim, including the right to employ counsel of its choice at its expense or, to the extent permitted under the Partnership Agreement, at the expense of the Partnership. If QR chooses not to control any Taxing Authority asserts such Tax Claim, BCI GP shall have the right to control such Tax Claim provided that (i) BCI GP shall have agreed in writing to indemnify QR for any taxes, penalties or interest arising from such Tax Claim, and shall have provided evidence reasonably satisfactory to QR that BCI GP shall have the ability to pay such amounts, and (ii) BCI GP shall conduct the defense of such Tax Claim in a manner such that the resolution of such Tax Claim would not reasonably be expected to adversely affect the taxes of QR, REIT A or any of their respective affiliates in any taxable period beginning after the Effective Date. With respect to any Tax Claim, then the controlling party hereto first receiving notice shall (a) keep the non-controlling party reasonably informed of the progress of any such Tax Claim, (b) allow the non-controlling party to participate in such Tax Claim promptly shall provide written notice thereof (at the non-controlling party’s expense), (c) consider in good faith all reasonable comments from the non-controlling party regarding the conduct of or positions taken with respect to the other party. 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. However, failure to give such notice shall (d) not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure settle or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to compromise any such Tax Claim attributable to a Pre-Closing Period. In without the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent of the non-controlling party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. 9.4.1 If Purchaser shall inform Seller Representative of the commencement subsequent to the Closing Date of any Taxing Authority asserts any audit, examination or proceeding (“Tax Claim, then Contests”) relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from Seller Parties hereunder and the party hereto first receiving notice Seller Representative shall be entitled to control and conduct those aspects of such Tax Claim promptly shall provide written notice thereof Contests that are related exclusively to the other partyliability for any Taxes, the amount of which is recoverable by Purchaser from Seller Parties hereunder. Such notice shall specify in reasonable detail Costs of any Tax Contest are to be borne by the basis for party controlling such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle PeriodContest. With respect to a Tax Claim attributable Contest which the Seller Representative is entitled to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not the Seller Representative shall have the right to defend determine, in its sole discretion, such issues as (i) the forum, administrative or prosecute judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Company in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Tax Contest, except that the Seller Representative shall not settle any Tax Contest in a particular manner that would have an adverse Tax Claim effect on the Company and is Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of the Purchaser. However, if Purchaser withholds such consent then any related indemnity obligation of the Seller Parties shall take be limited to the amount of such indemnity obligation computed as though the settlement for which such consent was sought had been implemented. The Seller Representative shall keep the Purchaser informed throughout the Tax Contest and the Purchaser shall be entitled to participate at its sole expense in any such Tax Contest. Purchaser or cause the Company, as applicable, shall deliver to be taken such actions the Seller Representative any power of attorney reasonably required to allow the Seller Representative and its counsel to represent the Company in connection with contesting the Tax Contest and shall use their reasonable efforts to provide the Seller Representative with such Tax Claim assistance as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to may be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, Seller Representative in connection with the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriateContest.

Tax Contests. 9.4.1 If any Taxing Authority asserts (a) After the Closing Date, either of the Seller or the Purchaser shall notify the other upon receipt of written notice of the commencement of any Tax Claimaudit, then the party hereto first receiving notice of such inquiry, assessment, or administrative or judicial proceeding (a "Tax Claim promptly shall provide written notice thereof Contest") that, if determined adversely to the other partytaxpayer or after the lapse of time, could be grounds for indemnification under Section 10. 1. Such notice shall specify be in writing and shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail the basis for such Tax Claim and shall include a copy copies of any relevant correspondence notice or other document received from any Tax authority in respect of any such asserted Tax liability. Notwithstanding the Taxing Authority. Howeverforegoing, any delay or failure by the Seller or the Purchaser to give such notice to the other as required by this Section 10.3(a) shall not affect relieve either the indemnification Seller or the Purchaser of its obligations under Section 9.1.1(c10.1 or Section 10.2 unless the obligated party is materially prejudiced thereby. (b) If such Tax Contest involves Taxes of the Company and/or the Company Subsidiaries for a Tax period ending on or before the Closing Date (a "Pre-Closing Tax Contest") for which Seller is liable (taking into consideration any indemnification obligations pursuant to this Agreement), except Seller may elect to control, at its own expense, such Pre-Closing Tax Contest; provided, however, that if the extent resolution of such Tax Contest could be expected to impact in any manner the Indemnifying Party shall have Tax liability or Tax Return of the Company or any Company Subsidiary for any taxable period ending after the Closing Date (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have allow the sole right Purchaser to defend or prosecute, at its sole cost, expense and risk, participate in any Tax Claim attributable to a such Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in Contest at the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim Purchaser's sole expense and (ii) notifies Seller shall keep Purchaser in writing within thirty (30) days reasonably informed with respect to the commencement, status and nature of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing PeriodTax Contest involving any Tax liability of the Company or the Company Subsidiaries. If Seller does not elect to control such Pre-Closing Tax Contest, the Purchaser, Company or a Company Subsidiary may pay, compromise, or contest such asserted Tax liability. In any event, neither the case of any such Tax Claim relating to Apache, Purchaser nor the Seller shall not may settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any PostPre-Closing Period. Purchaser shall have Tax Contest without the sole right to defend or prosecuteconsent of the other party, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Seller and its authorized representatives shall be entitleddelayed. (c) Notwithstanding the foregoing, at Seller’s expense, with respect to attend, but not participate in or control, all conferences, meetings and proceedings Tax Contests relating to any Tax Claim attributable to a Straddle Period. Any , each of the Purchaser and Seller may participate and jointly control at their own expense the Tax Contest; provided, however, that neither party that does not have the right to defend shall settle or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting compromise such Tax Claim as Contest without the party defending consent of the other party, which consent shall not unreasonably be withheld, conditioned or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claimdelayed. The parties shall otherwise cooperate with each other and each other’s representatives principle set forth in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claim. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentencesentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount choice of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriatejudicial forum).

Tax Contests. 9.4.1 If any Taxing Authority asserts any governmental body or authority issues to the Company (i) a notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify the Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim, then ”). No failure or delay of Purchaser or the party hereto first receiving notice Company in the performance of such Tax Claim promptly the foregoing shall provide written notice thereof to the other party. 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. However, failure to give such notice shall not reduce or otherwise affect the indemnification obligations under Section 9.1.1(c)or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall interfere with the Indemnifying Party Company’s ability to successfully defend against any liability or claim for Taxes that the Sellers are obligated to pay hereunder. Purchaser and the Company shall have control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) been prejudiced the Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle, fail to contest (if the Sellers’ Representative has requested in writing that Purchaser contest), or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which the Sellers are liable under this Agreement without the permission of the Sellers (which will not be unreasonably withheld or delayed). At the request of the Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending on or before the Closing Date on terms acceptable to the Sellers and the applicable taxing authority; provided, that (i) the Sellers shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) that the Sellers are liable for under this Agreement as a result of such failure settlement or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecuteother resolution, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies the settlement or other resolution does not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in writing any Taxes for which the Sellers are liable under this Agreement, the Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within thirty three (303) days of the Tax being notified due or three (3) days after written demand for payment or after final resolution of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitledContest, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller whichever is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of attorney required to contest such Tax Claimlater. 9.4.3 In the case of any Tax Claim that is defended or prosecuted to a Final Determination pursuant to this Section 9.4, the party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 5.11 shall pay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.