Common use of Tax Contests Clause in Contracts

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If Purchaser shall notify Seller within twenty Business Days after receipt by Purchaser or any Governmental Entity issues to the Company (A) a of its Affiliates of written notice of its intent to any pending federal, state, local or foreign Tax audit or conduct another legal proceeding examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which Seller or its Affiliates may be responsible under Section 6.1 (“Tax Matters”) provided that Purchaser’s failure to so notify Seller shall not limit Purchaser’s rights under this Article VI except to the extent Seller is materially prejudiced by such failure. Parent and Seller shall promptly notify Purchaser in writing upon receipt by Parent, Seller or any of their respective Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to Taxes of MONY. (b) Seller shall have the Company right to represent MONY’s interest in any Tax Matter for any taxable period ending that ends on or before prior to the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative and to employ counsel of its receipt choice at its expense; provided, however, that if such Tax Matter could reasonably be expected to increase the Tax liability of such communication from the Governmental Entity within thirty (30) days Purchaser, MONY or any of receipt. No failure or delay of HSE Purchaser’s Affiliates in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a PrePost-Closing Tax Period; provided, that Seller shall (w) notify Purchaser of significant developments with respect to any such Tax ContestMatter and keep Purchaser reasonably informed and consult with Purchaser as to the resolution of any issue that would materially affect Purchaser or any such Affiliate, (Ax) Representative shall control give to Purchaser a copy of any Tax adjustment proposed in writing with respect to such Tax Contest in good faithMatter and copies of any other written correspondence with the relevant taxing authority relating to such Tax Matter, (By) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve compromise any issue in a manner that would reasonably be expected to increase Taxes payable by MONY or by Purchaser or any of its Affiliates with respect to the MLOA Business in any Post-Closing Tax Contest Period without the permission consent of HSE (Purchaser, which will consent shall not be unreasonably withheld, delayedconditioned or delayed and (z) otherwise permit Purchaser to participate in all aspects of such Tax Matter, or conditioned)at Purchaser’s own expense. (iiic) HSE and In the Company case of a Straddle Period or Post-Closing Tax Period, Purchaser shall have the sole right to control any other all Tax Contestaudits of MONY; provided, however, that if such tax audit could give rise to a liability for which Parent or Seller is responsible under Section 6.1, Purchaser shall (Aw) HSE shall notify Seller of significant developments with respect to any Tax audits, examinations or proceedings that could give rise to a Liability for which Parent or Seller is responsible under Section 6.1 and keep Representative Seller reasonably informed regarding and consult with Seller as to the status resolution of any issue that would materially affect Seller, (x) give to Seller a copy of any Tax adjustment proposed in writing with respect to such Tax Contest that relates audit, examination or proceeding and copies of any other written correspondence with the relevant taxing authority relating to a Straddle Periodsuch Tax audit, examination or proceeding, (By) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve compromise any Tax Contest if such settlement issue in a manner that would reasonably be expected to increase Taxes indemnifiable by Parent or other resolution relates to Taxes for a Straddle Period Seller under Section 6.1 without the permission consent of Representative (Seller, which will consent shall not be unreasonably withheld, delayedconditioned or delayed and (z) otherwise permit Seller to participate in all aspects of such Tax audit, examination or conditioned)proceeding, at Seller’s own expense. (d) Purchaser shall have the sole right to control all Tax audits of MONY not described in subsection (b) or (c) of this Section 6.5.

Tax Contests. (i) If any Governmental Entity governmental body or authority issues to the Company (Ai) a written notice of its intent to audit examine or conduct another legal proceeding with respect to Taxes or Tax Returns of the Company for any period periods ending on or before prior to the Closing Date or (Bii) a written notice of deficiency deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for Taxes for any period ending periods beginning on or before prior to the Closing Date (a “Tax Claim”)Date, HSE Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the Governmental Entity governmental body or authority within thirty ten (3010) business days after receiving such notice of receiptdeficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of HSE Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Sellers pursuant to this Agreement unless Transferor is prejudiced by Agreement, except to the extent that such failure or delay. (ii) Representative delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any audit or other legal proceeding in respect of relating to any Tax Return Claim with respect to Taxes or Taxes of the Company Tax Returns (a “Tax Contest”) that relates to a Pre-Closing Tax Period); provided, that with respect to any such Tax Contest, (Ai) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period Tax Return for a period ending on or prior to the Closing Date and (Cii) HSE Purchaser and the Company shall not allow the Company to settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for a Straddle Period which Sellers are liable under this Agreement without the permission of Sellers’ Representative (which will not be unreasonably withheldwithheld or delayed). At the request of Sellers’ Representative, delayedPurchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or conditioned)Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could 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 any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Ashford Inc. shall inform Ashford Trust OP of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any member of the Ashford Inc. Group may be entitled to indemnity from Ashford Trust OP hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which Ashford Trust OP acknowledges in writing that Ashford Trust OP is liable under this Article II for any and all Losses relating thereto, Ashford Trust OP shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE Ashford Trust OP shall keep Representative reasonably informed regarding promptly notify Ashford Inc. in writing of its intention to control such Tax Contest, (y) in the status case of a Tax Contest relating to Taxes of any member of the Ashford Inc. Group for a Tax period that includes but does not end on the Distribution Date covered in Section 2.1(b), Ashford Trust OP and Ashford Inc. shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Period, (B) Transferor, at have an adverse effect on any member of the sole cost and expense of Transferor, shall have the right to participate Ashford Inc. Group in any Tax period beginning after the Distribution Date, the Tax Contest shall not be settled or resolved without Ashford Inc.’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Ashford Trust OP of the commencement of any Tax Contest and Ashford Trust OP does not, within ten (10) Business Days after Ashford Inc.’s notice is given, give notice to Ashford Inc. of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Ashford Trust OP), each member of the Ashford Trust Group shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Inc. The failure of Ashford Inc. to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect Ashford Trust OP’s obligation with respect thereto except to the extent it relates that Ashford Trust OP can demonstrate actual loss and prejudice as a result of such failure. Each member of the Ashford Inc. Group shall use its reasonable efforts to provide Ashford Trust OP with such assistance as may be reasonably requested by Ashford Trust OP in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)jointly by Ashford Trust OP.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Transferors pursuant to this Agreement unless any Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, other than a Tax Contest that relates solely to the Company’s Partnership Returns, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to among the Transferors in accordance with such Transferor’s Pro Rata Portion, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor Transferors shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) any Transferor, at the sole cost and expense of such Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any Governmental Entity issues to the Company (A) a of its Affiliates of written notice of its intent to any pending federal, state, local or foreign Tax audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on examination or before the Closing Date or (B) a written notice of deficiency for or other adjustment, assessment or redetermination relating to Taxes for any period ending on which such other Party or before the Closing Date its Affiliates may be responsible under this Agreement (a “Tax ClaimMatters”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative Seller and its Affiliates shall control have the right to control, contest, resolve and defend against any audit Tax Matters relating in whole or other legal proceeding in respect part to (A) Taxes of any Tax Return Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Company Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a “Tax Contest”) that relates to net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period; provided), that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative Seller shall keep HSE Buyer reasonably informed regarding the status progress of such Tax ContestMatter and Seller shall not, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not permit its Affiliates to, concede, settle or otherwise resolve any compromise a Tax Contest Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the permission prior consent of HSE Buyer (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Buyer shall have the right to participate control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in any the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Contest to the extent it relates to a Straddle Period Matter and (C) HSE shall not, and shall not allow the Company to permit its Affiliates to, concede, settle or otherwise resolve any compromise such Tax Contest if such settlement Matter (or other resolution relates to Taxes for a Straddle Period portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the permission prior consent of Representative Seller (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) If any Governmental Entity issues to Buyer shall promptly notify the Company (A) Seller in writing upon receipt by PEPL of a written notice of its intent to audit any pending or conduct another legal proceeding with respect to Taxes of the Company threatened Tax audits or assessments for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor which Seller may have liability pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestAgreement; provided, however, that no delay on the part of the Buyer in notifying the Seller shall relieve the Buyer from any obligation hereunder unless (Aand then solely to the extent) HSE Seller is thereby prejudiced. Seller shall keep Representative reasonably have right to control the conduct of any audit or assessment of Tax of PEPL for a period that ends on or prior to the Closing Date and for any audit or assessment of withholding Tax on the transfer of the PEPL Quotas (each such claim, a “Seller’s Tax Contest Claim”) so long as (i) Seller notifies the Buyer in writing within 30 days after the Buyer notifies the Seller of such Tax Contest Claim that the Seller shall indemnify the Buyer in connection with such Seller’s Tax Contest Claim, (ii) Seller conducts the defense of the Seller’s Tax Contest Claim actively and diligently, (iii) Seller pays the fees and disbursements incurred in connection with the Seller’s Tax Contest Claim and (iv) Seller keeps the Buyer informed regarding the status progress and substantive aspects of any such the Seller’s Tax Contest that relates to a Straddle PeriodClaim. Seller shall not compromise or settle any Seller’s Tax Contest Claim, (B) Transferorwithout obtaining the Buyer’s consent, at the sole cost and expense of Transferor, which consent shall not be unreasonably withheld or delayed. Buyer shall have the right to participate in control the conduct of any such audit or assessment of Tax Contest of PEPL for any Straddle Period, provided if Seller could have any liability pursuant to the extent it relates this Agreement for Taxes owed with respect to a Straddle Period and Tax claim (C) HSE shall not allow the Company to settle or otherwise resolve any such claim, a “Straddle Period Tax Contest if Claim”), Buyer and Seller shall jointly engage Deloitte & Touche or such settlement or other resolution relates internationally recognized accounting firm as Buyer and Seller mutually agree to Taxes for a conduct the defense of such Straddle Period Tax Contest Claim taking into account the interests of Buyer and Seller. Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without obtaining written consent of the permission of Representative (which will other party hereto, provided that such consent shall not be unreasonably withheld, delayedconditioned, or conditioned)delayed. Except as otherwise provided herein, Buyer shall control all other audit, examinations or administrative proceedings in respect of Taxes of PEPL. To the extent of any conflict between this § 6.4(e) and § 9.4, this § 6.4(e) shall control.

Tax Contests. (ia) If the Buyer or any Governmental Entity issues of its Affiliates receives notice of a Tax audit, controversy or other proceeding relating to the Company (A“Tax Contest”) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes any taxable period ending on or prior to the Closing Date or the portion through the end of the Company for Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest A failure by the Buyer to give such notice shall not affect Xxxxx’s right to indemnification hereunder except to the extent that the Seller is materially prejudiced thereby. (b) In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date or Date, the Seller shall have the sole right, at its expense, to control the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, the Seller shall within fifteen (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (3015) days of receipt. No failure or delay of HSE in the performance receipt of the foregoing notice of Tax Contest notify the Buyer of its intent to do so, and the Buyer shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative reasonably cooperate and shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of cause the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest reasonably cooperate in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status each phase of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in . The Seller may not settle or compromise any such Tax Contest unless the Buyer consents thereto (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest. In such event, (i) the Buyer shall keep the Seller informed on a prompt basis regarding the progress and substantive aspects of any Tax Contest, including providing the Seller with all written materials relating to such Tax Contest submitted to and received from the relevant taxing authority, (ii) the Seller shall be entitled to participate at the Seller’s expense in any Contest, including having an opportunity to comment on any written materials prepared in connection with any Tax Contest and attending any conferences relating thereto, and (Eiii) Transferor the Buyer shall not compromise, settle or otherwise resolve any Tax Contest without obtaining the permission of HSE Seller’s prior written consent (which will such consent not to be unreasonably withheld, delayeddelayed or conditioned (such rights of the Seller, or conditionedthe “Seller’s Rights”). (iii) HSE and . Additionally, in the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status case of any such a Tax Contest that relates to a Straddle PeriodPeriod (a “Straddle Period Contest”), (B) Transferor, at the sole cost and expense of Transferor, Buyer shall have the right to participate in any control such Tax Straddle Period Contest subject to the extent it relates to a Seller’s Rights. The Buyer shall not settle or compromise such Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (the Seller, which will consent shall not be unreasonably withheld, delayed, delayed or conditioned).

Tax Contests. (ia) If any Governmental Entity issues Seller and Purchaser shall provide prompt notice to the Company (A) a written notice other of its intent any pending or threatened Contest of which it or any Affiliate becomes aware related to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any taxable period ending on or before for which it is indemnified by the Closing Date other Party hereunder. Such notice shall contain factual information (a “to the extent known) describing any asserted Tax Claim”), HSE Liability in reasonable detail and shall notify Representative be accompanied by copies of its receipt of such communication any notice and other material documents it has received from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding Taxing Authority in respect of any such matters. If a Party or any Affiliate has knowledge of an asserted Tax Return Liability with respect to a matter for which such Party is to be indemnified under Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax Liability. The failure to provide such prompt notice or Taxes other documents or information shall relieve the indemnifying Party of any Liability that it may have to the Company indemnified Party only to the extent that the indemnifying Party is actually and materially prejudiced thereby. (b) Seller or its designee shall have the right to represent a “Conveyed Company’s interests in any Contest relating to a Tax Contest”) that relates matter arising with respect to a Pre-Closing Tax PeriodPeriod to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1 hereof, to employ counsel of its choice at its expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Purchaser shall have the right right, at Purchaser’s own expense, to consult with Seller regarding and to participate fully in all aspects of the prosecution and defense of any such Tax Contest; and provided, further, that any settlement or other disposition of any such Contest and (E) Transferor shall not settle that may affect Purchaser or otherwise resolve any Tax Contest without Affiliate for any taxable period beginning after the permission Closing Date or any portion of HSE (a Straddle Period beginning after the Closing Date may only be made with the prior written consent of Purchaser, which consent will not be unreasonably withheld, delayed, delayed or conditioned). In the case of any such Contest, in the event that Purchaser unreasonably withholds, delays or conditions consent in violation of the preceding sentence, Seller shall be relieved of its obligation under Section 7.6(b) to indemnify Purchaser for any Tax with respect to such Contest only to the extent that Seller is actually prejudiced thereby. (iiic) HSE Purchaser shall have the right to control the conduct of any Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company shall control any other Tax Contestpursuant to Section 7.5(b); provided, however, that (A) HSE Seller shall keep Representative reasonably informed have the right, at Seller’s own expense, to consult with Purchaser regarding and to participate fully in all aspects of the status prosecution and defense of any such Tax Contest that relates to may affect a Straddle Period, (B) Transferor, at the sole cost and expense Conveyed Company for any Pre-Closing Period or for any portion of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period ending on the Closing Date; and (C) HSE shall not allow the Company to settle or otherwise resolve provided, further, that any Tax Contest if such settlement or other resolution relates to Taxes disposition of any such Contest that may affect a Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period without ending on the permission Closing Date may only be made with the prior written consent of Representative (Seller, which consent will not be unreasonably withheld, delayeddelayed or conditioned. In the case of any such Contest, in the event that Seller unreasonably withholds, delays or conditions consent in violation of the preceding sentence, Purchaser shall be relieved of its obligation under Section 7.6(c) to indemnify Seller for any Tax with respect to such Contest only to the extent that the Purchaser is actually prejudiced thereby. (d) As with all other Tax disputes under this Agreement, it is understood by the Parties that any disputes arising under this Section 7.5, including disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article VII that require the agreement of the Parties within the meaning of Section 7.10 of this Agreement and, therefore, shall be resolved in accordance with Section 7.10 of this Agreement. (e) Seller and Purchaser agree, in each case at no cost to the other Party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. (f) Where there is a dispute with a Taxing Authority regarding Liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or conditioned)shall cause the appropriate Conveyed Company to, as the case may be, at the request of the Seller, pay the amount of the disputed Tax to the Taxing Authority; provided that Seller has provided Purchaser or the Conveyed Company with sufficient funds to make such payment of such disputed Tax.

Tax Contests. (ia) If Seller and its duly appointed representatives shall have the sole right to supervise or otherwise coordinate any Governmental Entity issues examination process and to the Company (A) a written notice of its intent to audit negotiate, resolve, settle or conduct another legal proceeding contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; providedReturns. Each party hereto shall within 14 days after it has knowledge of the assertion or commencement thereof notify the other party of the written assertion of any claim or the commencement of any suit, that action, proceeding, investigation or audit (any of which may be hereinafter referred to as a "Tax Contest") with respect to any Pre-Closing Tax Returns (but only if such Tax Contest would affect the Tax liability of the other party), and shall provide the other party with copies (subject to deletion of unrelated information) of all correspondence relating to such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all . The costs and expenses in connection with of such Tax Contest shall be allocated borne by Seller. (b) Buyer and its duly appointed representatives shall have the sole right and the obligation to Transferorsupervise or otherwise coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Post-Closing Tax Returns. Each party hereto shall within 14 days after it has knowledge thereof notify the other party of the written assertion or the commencement of a Tax Contest with respect to any Post-Closing Tax Returns (Cbut only if such Tax Contest would affect the Tax liability of the other party), and shall provide the other party with copies (subject to deletion of unrelated information) Representative shall keep HSE reasonably informed regarding the status of all correspondence relating to such Tax Contest. The costs of such Tax Contest, Contest shall be borne by Buyer. (Dc) HSE, at the sole cost Buyer and expense of HSE, its duly appointed representatives shall have the sole right and the obligation to participate in supervise or otherwise coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Straddling Returns. Each party hereto shall within fourteen days after it has knowledge thereof notify the other party of the written assertion or the commencement of Tax Contest with respect to any Straddling Return (but only if such Tax Contest would effect the Tax liability of the other party), and shall provide the other party with copies (Esubject to deletion of unrelated information) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other all correspondence to such Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status . The cost of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)borne by Buyer.

Tax Contests. (a) If any Tax Authority issues to Purchaser or the Company (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit audit, examine or conduct another legal a proceeding with respect to Taxes or Returns of the Company for any period ending on or before the Pre-Closing Date Tax Period or (Bii) a written notice of deficiency for deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Returns attributable to the operations or assets of the Company for any period ending on or before the Pre-Closing Date Tax Period (each, a “Tax Claim”), HSE Purchaser shall notify Representative Seller of its the receipt of such communication from the Governmental Entity Tax Authority and shall deliver a copy of any such written communication to Seller within thirty (30) days 10 Business Days after receiving such Tax Claim. The failure of receipt. No Purchaser to give timely notice hereunder shall not affect Purchaser’s right to indemnification hereunder, except to the extent such delay or failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delayprejudices Seller. (iib) Representative Purchaser and the Company shall control any audit or other legal proceeding in respect of relating to any Tax Return Claim with respect to Taxes attributable to the operations or Taxes assets of or Returns of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period); provided, that with respect to any such Tax Contest, (Ai) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Seller shall have the right to participate in any such Tax Contest to the extent it relates to Taxes or a Straddle Return for a Pre-Closing Tax Period and in such case Purchaser and the Company shall promptly provide Seller with copies of all written communications relating to the Tax Contest, (Cii) HSE Purchaser shall keep Seller informed on a timely basis regarding the progress of any Tax Contest and consult with Seller with respect to any issue relating to such Tax Contest that could affect Seller, and (iii) Purchaser and the Company shall not allow the Company to settle or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) if such settlement or other resolution relates to Taxes for a Straddle Period which Seller is liable under this Agreement without the permission prior written consent of Representative Seller (which will shall not be unreasonably withheld, withheld or delayed, or conditioned). (c) At the request of Seller, Purchaser or the Company, as applicable, shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to Seller and the applicable Tax Authority; provided, that (i) Seller shall pay when due all Taxes (and other amounts) for which Seller is liable under this Agreement as a result of such settlement, and (ii) the settlement would not result in Purchaser or the Company paying any increased Taxes for which Seller is not required to fully indemnify Purchaser or the Company under this Agreement.

Tax Contests. (ia) If any Governmental Entity issues to the Company (A) Buyer shall deliver a written notice to Seller promptly following any demand, Claim, or notice of its intent to audit commencement of a Claim, proposed adjustment, assessment, audit, examination or conduct another legal proceeding other administrative or court Proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or which Seller may be liable (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax ClaimContest”) and shall describe in reasonable detail (to the extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), HSE provided, however, that the failure or delay to so notify Seller shall notify Representative not relieve Seller of its receipt any obligation or liability that Seller may have to Buyer, except to the extent that Seller demonstrates that Seller is materially and adversely prejudiced thereby. (b) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Seller may elect to assume and control the defense of such communication from the Governmental Entity Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Seller of receiptthe Tax Claim Notice. No failure If Seller elects to assume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or delay forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or sxx for refund where applicable Law permits such refund suit, or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of HSE Buyer (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the performance sole discretion of the foregoing shall reduce Buyer) if such settlement or otherwise compromise would reasonably be expected to adversely affect the obligations Tax liability of Buyer or liabilities any of Transferor pursuant its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Seller elects to this Agreement unless Transferor is prejudiced by assume the defense of any Tax Contest, Seller shall: (x) keep Buyer reasonably informed of all material developments and events relating to such failure Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or delayprosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (iic) Representative shall control any audit or other legal proceeding in respect of In connection with any Tax Return or Contest that relates to Taxes of the Company (a “Tax Contest”) that relates to for a Pre-Closing Tax PeriodPeriod that: (i) Seller does not timely elect to control pursuant to Section 7.7(b); providedor (ii) Seller fails to diligently defend, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated controlled by Buyer (and Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to Transferor, (Ca Tax Contest described in this Section 7.7(c)) Representative shall keep HSE reasonably informed regarding the status of and Seller agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (Dx) HSEkeep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Seller shall reasonably request, and, at the sole his own cost and expense of HSEexpense, Seller shall have the right to participate in any (but not control) the defense of such Tax Contest and (Eincluding participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (d) Transferor In connection with any Tax Contest for Taxes of the Company for any Straddle Period, such Tax Contest shall be controlled by Buyer; provided, that Buyer shall not settle or otherwise resolve compromise (or take such other actions described herein with respect to) any Tax Contest without the permission prior written consent of HSE (which will Seller, with such consent not to be unreasonably withheld, conditioned or delayed, . Buyer shall: (x) keep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status prosecution of any such Tax Contest that relates to a Straddle PeriodContest; and (z) provide such cooperation and information as Seller shall reasonably request, (B) Transferorand, at the sole its own cost and expense of Transferorexpense, Seller shall have the right to participate in any (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (e) Notwithstanding anything to the extent it relates to a Straddle Period contrary contained in this Agreement, the procedures for all Tax Contests shall be governed exclusively by this Section 7.7 (and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditionedSection 8.3).

Tax Contests. (ia) If Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any Governmental Entity issues to the Company (A) Purchasing Subsidiary or any Transferred Subsidiary of a written notice of its intent any pending or threatened Tax audits or assessments with respect to audit Excluded Taxes or conduct another legal proceeding any other claims pursuant to Section 10.01 with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax ClaimContest Claims”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No ; provided that no failure or delay by Purchaser to provide notice of HSE in the performance of the foregoing a Tax Contest Claim shall reduce or otherwise affect the obligations or liabilities obligation of Transferor pursuant Seller hereunder except to this Agreement unless Transferor the extent the defense of such Tax Contest Claim is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding thereby. Unless the Tax Contest Claim is in respect of any Tax either (x) a Straddle Period Return or Taxes of the Company (y) a “Tax Contest”) that relates to taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period; provided, that Seller shall have the right to control the conduct of any issues relating to Excluded Taxes or any other claims pursuant to Section 10.01 with respect to any such Tax Contest, (A) Representative shall control Taxes in such Tax Contest in good faithClaim; provided that if such Tax Contest Claim involves or could affect Taxes (other than Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01) of Purchaser, any Purchasing Subsidiary or any Transferred Subsidiary, (Bi) Seller shall have confirmed in writing that it will pay any Excluded Taxes and any Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, in each case, arising from such Tax Contest Claim, (ii) Seller shall keep Purchaser informed regarding the progress and substantive aspects of such Tax Contest Claim, including providing Purchaser with all costs written materials relating to such Tax Contest Claim received from the relevant Tax authority and expenses all written materials submitted to such Tax authority by Seller, (iii) Purchaser shall be entitled to participate in such Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with such Tax Contest Claim and attending any conferences relating to such Tax Contest Claim, and (iv) Seller shall not compromise or settle such Tax Contest Claim without obtaining Purchaser’s prior written consent, which consent shall not be allocated to Transferorunreasonably withheld, conditioned or delayed. (Cb) Representative Purchaser shall control the conduct of any issues in any Tax Contest Claim in respect of (x) Straddle Period Returns and (y) any taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period; provided, in each case, that (i) Purchaser shall keep HSE reasonably the Seller Representative informed regarding the status progress and substantive aspects of such Tax ContestContest Claim, including providing the Seller Representative with all written materials relating to such Tax proceeding received from the relevant Tax authority and all written materials submitted to such Tax authority by Purchaser, but in each case only to the extent relating to Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, (Dii) HSE, at the sole cost and expense of HSE, Seller shall have the right be entitled to participate in any such Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with any such Tax Contest Claim and attending any conferences relating to any such Tax Contest Claim, but only with regard to Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, and (Eiii) Transferor Purchaser shall not compromise or settle or otherwise resolve any such Tax Contest Claim in such manner as to affect Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes without the permission of HSE (obtaining Seller’s prior written consent, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iiic) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such All Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost Claims shall be controlled by this Section 4.05 and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)by Section 10.04.

Tax Contests. (ia) If For periods following the Closing, Buyer shall promptly notify Seller in writing of any Governmental Entity issues proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or any demand or claim on Buyer, its Affiliates or the Company that, if determined adversely to the Company (A) a written notice taxpayer or after the lapse of its intent to audit or conduct another legal proceeding with respect to Taxes time, could be grounds for indemnification by Seller under Section 9.2 of the Company for Asset Purchase Agreement. Such notice shall contain factual information (to the extent known to Buyer, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding document received from any taxing authority in respect of any such asserted Tax Return 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 extent that failure to give such notice results in a detriment to Seller. (b) In the case of a Tax audit or Taxes of the Company administrative or judicial proceeding (a “Tax Contest”) that relates solely to a Pre-taxable periods ending on or before the Closing Tax Period; providedDate, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Seller shall have the right sole right, at its expense, to participate in any control the conduct of such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE 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 keep Representative reasonably informed regarding not be agreed to by Seller without the status consent of Buyer, which consent will not be unreasonably withheld or delayed. In the case of Tax Contests 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 have the sole right, at its expense, to control the portion of such Tax Contests that relates to taxable periods ending on or before 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 Contest that relates by the party controlling it could affect Taxes for which the other party (Buyer or Seller, as the case may be) is responsible under this Agreement, such settlement shall not be agreed to a Straddle Period, (B) Transferor, at by the sole cost and expense of Transferor, shall have the right to participate in any party controlling such Tax Contest without the consent of such other party, which consent shall not be unreasonably withheld or delayed. (c) With respect to Tax Contests that relate to Straddle Periods, Seller and Buyer shall cooperate and shall jointly control such Tax Contests, each at its own expense. Buyer shall cause the extent it relates Company to cooperate in such Tax Contests. No Tax Contest relating to a Straddle Period and (C) HSE shall not allow the Company to settle may be settled or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period compromised without the permission consent of Representative (both Buyer and Seller, which will consent shall not be unreasonably withheld, withheld or delayed, or conditioned).

Tax Contests. (ia) If a claim shall be made by any Governmental Entity issues Authority (a "Tax Claim") which, if successful, might result in an indemnity payment to Buyer or any of its Affiliates pursuant to Section 7.5, Buyer shall promptly notify Seller of such claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the Company (A) extent Seller has actually been prejudiced as a written result of such failure and for this purpose, any failure to give such notice of its intent to audit that results in Seller not controlling or conduct another legal proceeding participating in any Actions with respect to Taxes of the Company for such Tax Claim shall be deemed to prejudice Seller. (b) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)Date, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative Seller shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs Actions and expenses may make all decisions taken in connection with such Tax Contest Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer shall be allocated entitled to Transferor, (C) Representative shall keep HSE reasonably be informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any Claim within a reasonable time after such Tax Contest Claim is asserted and (E) Transferor shall not settle the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned)other Actions. (iiic) HSE and the Company Except as otherwise provided in Section 7.6(b), Buyer shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates all Actions with respect to Taxes for any taxable period beginning after the Closing Date, and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a Straddle Period without refund where applicable Law permits such refund suits or contest the permission Tax Claim in any permissible manner. Seller shall be entitled to be informed of Representative such Tax Claim within a reasonable time after such Tax Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other Actions. (d) Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other, shall cooperate in contesting any Tax Claim, which will not be unreasonably withheldcooperation shall include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, delayed, and making employees available on a mutually convenient basis to provide additional information or conditioned)explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Tax Contests. (i) If any Governmental Entity issues Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the Company (A) a written other party 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 intent obligations under this Section 6.9, except to audit 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 correspondence received from the Taxing Authority. (ii) In the case of a Tax Proceeding of or conduct another legal proceeding with respect to Taxes of the an Acquired Company or its Subsidiaries for any taxable period ending on or before the Second Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)Date, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Seller shall have the right to participate in any control such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestProceeding; provided, however, that Seller shall (Ax) HSE shall keep Representative Buyer reasonably informed regarding the status of any with respect to such Tax Contest Proceeding, (y) consult Buyer before taking any significant action in connection with such Tax Proceeding, and (z) to the extent that relates a settlement or compromise of such Tax Proceeding could reasonably be expected to have an adverse effect on Buyer or any of its Subsidiaries (including the Acquired Companies or any of their Subsidiaries), not settle or compromise such Tax Proceeding without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (iii) In the case of a Tax Proceeding of or with respect to an Acquired Company or its Subsidiaries for any Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Buyer shall have the right to participate in any control such Tax Contest Proceeding; provided, however, that Buyer shall (x) keep Seller reasonably informed with respect to such Tax Proceeding, (y) consult Seller before taking any significant action in connection with such Tax Proceeding, and (z) to the extent it relates that a settlement or compromise of such Tax Proceeding could reasonably be expected to a Straddle Period and (C) HSE shall have an adverse effect on Seller or any of its Subsidiaries, not allow the Company to settle or otherwise resolve any compromise such Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period Proceeding without the permission prior written consent of Representative (Seller, which will consent shall not be unreasonably withheld, delayed, or conditioned. (iv) Buyer shall have the exclusive right to control any Tax Proceeding other than any Tax Proceeding described in Section 6.9(e)(ii) and Section 6.9(e)(iii).

Tax Contests. (i) If any Governmental Entity issues Notwithstanding anything to the Company (A) a written notice of its intent to audit or conduct another legal proceeding contrary in this Clause 19, if, in connection with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)examination, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any investigation, audit or other legal administrative or judicial proceeding in respect of any non-Seller’s Group Tax Return or Taxes RTI Tax Return with respect to the income or operations of the Company (a “Tax Contest”) that relates to Acquired Companies for a Pre-Closing Tax Period; provided, that any governmental body issues to the Acquired Companies a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for documents or other information, written notice of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such tax return, Buyers shall notify Seller of the receipt of such communication from such governmental body within 20 Business Days after receiving such communication. Seller shall have the right to represent its interests and to employ counsel of its choice at its expense. Buyers shall have the right to participate in any such Tax proceeding at their own expense. Buyers shall not, and shall not permit the Acquired Companies to, settle or otherwise resolve any issue with respect to any Taxes of the Acquired Companies to the extent that such settlement or other resolution could result in Seller being liable for any amounts pursuant to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed. Seller shall have the right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller’s Group Tax ContestReturn of the Acquired Companies for any Pre-Closing Tax Period to the extent that such examination, (A) Representative shall control such Tax Contest investigation, audit or other administrative or judicial proceeding could result in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated or lead to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSESeller being liable for any amounts pursuant to this Agreement; provided that Buyers, at the Buyers’ sole cost and expense of HSEexpense, shall have the right to participate in any such contest. Seller are not entitled to settle, either administratively or after the commencement of litigation, that portion of a Tax Contest and (E) Transferor shall not settle proceeding for which Buyers may incur an indemnification obligation or otherwise resolve any that would result in increased Liability for Buyers for Taxes attributable to a Post-Closing Tax Contest Period without the permission prior written consent of HSE (Buyers, which will consent shall not be unreasonably withheld, delayedconditioned, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provideddelayed. For avoidance of doubt, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller’s Group Tax Return and Buyer shall have no right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)therein.

Tax Contests. (i) If Each Purchaser shall promptly notify Seller in writing upon receipt by such Purchaser or any Governmental Entity issues to of its Affiliates, and Seller shall promptly notify the Company (A) a written Purchasers in writing upon receipt by Seller or any of its Affiliates, of notice of its intent to any deficiency, proposed adjustment, action, arbitration, assessment, audit or conduct another legal proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes or Tax Returns of the Acquired Companies or the Acquired Assets for any Pre-Closing Tax Period (each, a “Pre-Closing Tax Claim”) or Straddle Period. Seller, in its sole discretion, may contest such Pre-Closing Tax Claim in any permissible forum and shall otherwise have the sole right at the sole expense of Seller to direct and control any administrative or judicial proceedings relating to such Pre-Closing Tax Claim, provided that OpCo Purchaser (with respect to Taxes the OpCo Acquired Companies and the OpCo Acquired Assets) and PropCo Purchaser (with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets) shall be entitled to be present at its sole expense at such applicable administrative or judicial proceedings. Seller shall not settle, compromise or abandon any such Pre-Closing Tax Claim without obtaining the prior written consent of the Company for applicable Purchaser (not to be unreasonably withheld, conditioned or delayed), if such settlement, compromise, or abandonment could result in such Purchaser or any period ending on of the Acquired Companies incurring a Tax or before loss or reduction in any Tax asset. OpCo Purchaser, solely with respect to the Closing Date OpCo Acquired Companies and the OpCo Acquired Assets, or (B) a written notice of deficiency for PropCo Purchaser, solely with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets, shall control, at its own expense, any proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes for any period ending on or before the Closing Date a Straddle Period (each, a “Straddle Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ai) HSE such Purchaser shall keep Representative provide Seller with a timely and reasonably informed regarding the status detailed account of each phase of such Straddle Tax Claim, and (ii) such Purchaser shall not settle, compromise or abandon any such Straddle Tax Contest that relates Claim without obtaining the prior written consent of Seller (not to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, conditioned or delayed), if such settlement, compromise, or conditioned)abandonment could result in any of the Acquired Companies incurring a Tax that Seller is obligated to pay pursuant to Section 20.

Tax Contests. From and after the Closing: (i) If any Governmental Entity issues to the JV Company shall promptly notify (A) a Peabody upon receipt by any JV Entity of any written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return Contest for which any Person would be entitled to make a Claim for indemnification under Section 8.2 or Taxes of the Company (a “Tax Contest”) that relates would give rise to a Pre-Closing Tax Asset and (B) Arch upon receipt by any JV Entity of any written notice of any Tax Contest for which any Person would be entitled to make a Claim for indemnification under Section 8.3 or that would give rise to a Pre-Closing Tax Asset. Any such notice shall specify whether such Tax Contest would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; (ii) Peabody shall promptly notify Arch upon receipt by Peabody or any of its Affiliates of any written notice of any Tax Contest if the resolution of such Tax Contest would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; (iii) Arch shall promptly notify Peabody upon receipt by Arch or any of its Affiliates of any written notice of any Tax Contest if the resolution of such Tax Contest would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period; and (iv) (A) Peabody shall have the sole right to direct and control the defense of any Tax Contests for which any Person be entitled to make a Claim for indemnification under Section 8.2 or that would give rise to a Pre-Closing Tax Asset and (B) Arch shall have the sole right to direct and control the defense of any Tax Contests for which any Person would be entitled to make a Claim for indemnification under Section 8.3 or that would give rise to a Pre-Closing Tax Asset; provided, however, in each case, that with respect if the conduct or settlement of any Tax Contest would reasonably be expected to result in or otherwise affect any Taxes of any JV Entity in any Post-Closing Taxable Period, the controlling Party shall keep the other Party reasonably informed as to the progress of such Tax Contest, (A) Representative Contest and shall control not enter into any settlement or compromise of such Tax Contest in good faith, (B) all costs and expenses any manner that would reasonably be expected to result in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status or otherwise affect any Taxes of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate any JV Entity in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest Post-Closing Taxable Period without the permission of HSE other Party’s prior written consent (which will consent shall not be unreasonably withheld, conditioned or delayed). No provision of this Section 6.21(c)(iv) shall apply to Tax Contests relating to Income Taxes (other than Tax Contests related to Peabody Prepared Returns and Arch Prepared Returns), and Peabody or conditioned). (iii) HSE and the Company Arch, as applicable, shall have exclusive control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Contest.

Tax Contests. (i) If any Governmental Entity issues If, subsequent to the Company (A) Closing, the Purchaser or a written Related Purchaser Party receives notice of its intent to audit any inquiries, claims, assessments, audits or conduct another legal proceeding similar events with respect to any Seller Taxes (other than Taxes of the Company for any period ending on or before the Closing Date or (BPartnership) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”), then promptly after receipt of such notice, the Purchaser shall inform the Sellers of such notice; provided, however, that failure to comply with this provision shall not affect the Purchaser’s right to indemnification hereunder except if, and only to the extent that, as a result of such failure, the Sellers were actually prejudiced. The Sellers shall have the right to control the conduct and resolution of (1) any Tax Contest relating to the Subject Entities’ and the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Period, and (2) any other Tax Contest that relates solely to Seller Taxes; provided, however, that the Sellers shall notify the Purchaser in writing and keep the Purchaser apprised of the status of same. The Purchaser shall have the right to participate in any Tax Contest controlled by the Sellers at its own expense. The Sellers shall not settle or compromise any Tax Contest (other than Tax Contests relating to the Subject Entities’ or the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Period) without the prior written consent of the Purchaser, which consent shall not be unreasonably delayed, conditioned or withheld. The Purchaser shall control the conduct and resolution of all other Tax Contests that relate to a Pre-Closing Tax Period; provided, however, that with respect to any such Tax Contest, (A) Representative the Purchaser shall control such Tax Contest notify the Sellers in good faith, (B) all costs writing and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the Sellers apprised of the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, same. The Sellers shall have the right to participate in any such Tax Contest and (E) Transferor that related to a Pre-Closing Tax Period controlled by the Purchaser at their own expense. To the extent such Tax Contest relates to Seller Taxes, the Purchaser shall not settle or otherwise resolve compromise any Tax Contest without the permission prior written consent of HSE (the Sellers, which will consent shall not be unreasonably withheld, delayed, conditioned or conditioned)withheld. (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the Company (A) a written other Party 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 intent obligations under this Article VI, except to audit the extent that the other Party suffers actual loss or conduct another legal proceeding with respect to Taxes prejudice as a result of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. Such notice shall specify in reasonable detail the basis for such Tax Claim, shall include a copy of the relevant portion of any correspondence received from the Taxing Authority 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 X.X. Xxxxx & Co. (the “TSA Counterparty”) is the “Controlling Party” (as such term is defined in Tax Sharing Agreement, 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 such Tax Claim would be a Specified Tax Proceeding. (iib) Representative shall control In the case of a Tax Claim of or with respect to any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates Target Entities exclusively related to a Pre-Closing Period (other than a Straddle Period), Seller shall, at its own cost and expense, be entitled to control any related Tax PeriodProceeding; provided, that (except in the case of a Specified Tax Proceeding), Seller shall provide Purchaser with respect 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 Proceeding described in Section 6.6(d)) shall (i) consult with Purchaser before taking any significant action in connection with any such Tax ContestProceeding (ii) not settle, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in compromise or abandon any such Tax Contest and (E) Transferor Proceeding without obtaining the prior written consent of the Purchaser, which consent shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayedconditioned 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 any 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 conditioned)conferences with the relevant Taxing Authority. (iiic) HSE 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 the Company shall expense, be entitled to control any other related Tax ContestProceeding; provided, however, that (Ai) HSE Purchaser shall keep Representative provide Seller with a timely and reasonably informed regarding 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 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 its own cost and expense, to participate in such Tax Proceeding and attend any meetings or conferences with the status of relevant Taxing Authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Contest that relates to a Straddle PeriodProceeding without obtaining the prior written consent of Seller, (B) Transferor, at the sole cost and expense of Transferor, which consent shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will 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 respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any (1) Tax Proceeding with respect to any Tax Return exclusively of Seller and any of its Subsidiaries (other than the Target Entities); (2) Tax Proceeding with respect to any Combined Tax Return; or conditioned)(3) Specified Tax Proceeding; and (ii) Purchaser shall have the exclusive right to 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 (Y) any Straddle Period Combined Tax Return. (e) Seller shall, promptly upon receipt, provide to Purchaser all information Seller or any of its Affiliates receive that relate to any Specified Tax Proceeding insofar as such information pertains to any Target Entity. If requested by Seller, Purchaser shall provide Seller with such limited powers of attorney as are reasonably requested of Seller by TSA Counterparty pursuant to the 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 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 Proceeding, Seller shall 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 such settlement.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Ashford Prime shall inform Ashford Trust of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any member of the Ashford Prime Group may be entitled to indemnity from any member of the Ashford Trust Group hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest listed on Schedule 9.4 and any other Tax Contest for which Ashford Trust acknowledges in writing that any member of the Ashford Trust Group is liable under Article X for any and all Losses relating thereto, the Ashford Trust Group shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE Ashford Trust shall keep Representative reasonably informed regarding promptly notify Ashford Prime in writing of its intention to control such Tax Contest, (y) in the status case of a Tax Contest relating to Taxes of any of the Property and JV Entities, the TRS Entities or any of their respective Subsidiaries for a Tax period that includes but does not end on the Distribution Date, Ashford Trust and Ashford Prime shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on any member of the Ashford Prime Group, (B) Transferor, at the sole cost and expense or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Distribution Date, the Tax Contest shall not be settled or resolved without Ashford Prime’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Ashford Trust of the commencement of any Tax Contest and Ashford Trust does not, within ten (10) Business Days after Ashford Prime’s notice is given, give notice to Ashford Prime of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Ashford Trust OP), each member of the Ashford Trust Group shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Prime. The failure of Ashford Prime to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect Ashford Trust’s obligation with respect thereto except to the extent it relates that Ashford Trust can demonstrate actual loss and prejudice as a result of such failure. Ashford Prime, Ashford Prime OP and Ashford Prime TRS shall use their reasonable efforts to provide Ashford Trust OP with such assistance as may be reasonably requested by Ashford Trust in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)jointly by Ashford Trust.

Tax Contests. (i) If any Governmental Entity issues to NXRT shall inform the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes NHF Group of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any member of the NXRT Group may be entitled to indemnity from any member of the NHF Group hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which the NHF Group acknowledges in writing that any member of the NHF Group is liable under Article X for any and all Losses relating thereto, the NHF Group shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE the NHF Group shall keep Representative reasonably informed regarding promptly notify NXRT in writing of its intention to control such Tax Contest, (y) in the status case of a Tax Contest relating to Taxes of any of the Property and JV Entities or any of their respective Subsidiaries for a Tax period that includes but does not end at the Effective Time, the NHF Group and NXRT shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on any member of the NXRT Group, (B) Transferor, at the sole cost and expense or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Effective Time, the Tax Contest shall not be settled or resolved without NXRT’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to the NHF Group of the commencement of any Tax Contest and the NHF Group does not, within ten Business Days after NXRT’s notice is given, give notice to NXRT of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of the NHF Group), each member of the NHF Group shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by NXRT. The failure of NXRT to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the NHF Group’s obligation with respect thereto except to the extent it relates that the NHF Group can demonstrate actual loss and prejudice as a result of such failure. The NXRT Group shall use their reasonable efforts to provide the NHF Group with such assistance as may be reasonably requested by the NHF Group in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without jointly by the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)NHF Group.

Tax Contests. (i) If Morgan Stanley shall have the right to represent the interests of each of the Morgan Stanley Contributed Subsidiaries in, and to control the conduct of, any Governmental Entity issues to the Company (A) a written notice of its intent to Tax audit or conduct another legal administrative or court proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) with respect to any taxable period of such Subsidiary that relates ends on or prior to the Closing Date. (ii) Citigroup shall have the right to represent the interests of each of the Citigroup Contributed Subsidiaries in and to control the conduct of any Tax Contest with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (iii) The Company and Citigroup shall jointly represent the interests of each of the Citigroup Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. The Company and Morgan Stanley shall jointly represent the interests of each of the Morgan Stanley Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. (iv) If the resolution of any Tax Contest with respect to a Pre-Closing Tax PeriodPeriod or a Straddle Period would reasonably be expected to result in a material increase in the amount of Taxes required to be borne by the Party not in control of such Tax Contest (the “Non-Controlling Tax Party”) or would reasonably be expected to result in the Non-Controlling Tax Party having an obligation to make an indemnity payment pursuant to Section 4.5(a), (A) the Party in control of such Tax Contest (the “Controlling Tax Party”) shall keep the Non- Controlling Tax Party informed of any proceedings, events and developments relating to or in connection with such Tax Contest; provided(B) the Non-Controlling Tax Party shall be entitled to receive copies of all material correspondence and documents relating to such Tax Contest; and (C) if requested, that the Controlling Tax Party shall consult with the Non-Controlling Tax Party or its counsel and shall not enter into any settlement or compromise with respect to any such Tax Contest, (A) Representative shall control such Contest that could result in an adverse effect on the Non-Controlling Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest Party that is material without the permission of HSE (Non-Controlling Tax Party’s prior written consent, which will consent shall not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues to If, after the Company (A) a written Closing Date, Buyer receives notice of its intent to an audit or conduct another legal administrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes of the Company for related to any taxable period ending on or before prior to the Closing Effective Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”), Buyer shall notify Seller within ten (10) that relates days of receipt of such notice. Seller shall have the option, at its sole cost and expense, to a Pre-Closing Tax Period; provided, that with respect to control any such Tax Contest, Contest and may exercise such option by providing written notice to Buyer within fifteen (A15) Representative shall control days of receiving notice of such Tax Contest in good faithfrom Buyer; provided that if Seller exercises such option, Seller shall (Bi) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE Buyer reasonably informed regarding of the status progress of such Tax Contest, (Dii) HSEpermit Buyer (or Buyer’s counsel) to participate, at the Buyer’s sole cost and expense of HSEexpense, shall have the right to participate in any such Tax Contest Contest, including in meetings with the applicable Governmental Agency, and (Eiii) Transferor shall not settle or otherwise resolve settle, compromise and/or concede any portion of such Tax Contest without the permission consent of HSE (Buyer, which will consent shall not be unreasonably withheld, conditioned or delayed. If, after the Closing Date, Buyer receives notice of an audit or conditionedadministrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (a “Straddle Period Tax Contest”). , Buyer shall notify Seller within ten (iii10) HSE and the Company days of receipt of such notice. Buyer shall control any other Straddle Period Tax Contest; provided, however, provided that Buyer shall (A) HSE shall keep Representative Seller reasonably informed regarding of the status progress of any such Straddle Period Tax Contest that relates to a Straddle PeriodContest, (B) Transferorpermit Seller (or Seller’s counsel) to participate, at the Seller’s sole cost and expense of Transferorexpense, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period Tax Contest, including in meetings with the applicable Governmental Agency and (C) HSE shall not allow the Company to settle or otherwise resolve settle, compromise and/or concede any portion of such Straddle Period Tax Contest if such settlement for which Seller would reasonably be expected to have an indemnification obligation hereunder, or other resolution relates to Taxes for a Straddle Period in connection with which Seller otherwise could be adversely affected, without the permission consent of Representative (Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a Purchaser and Sellers shall promptly notify each other upon receipt by such party of written notice of its intent any inquiries, claims, assessments, or audits that relate to audit Taxes for a Pre-Closing Tax Period or conduct another legal proceeding Straddle Period with respect to Taxes of the Company for any period ending on or before the Closing Date or which Sellers may be liable under this Agreement (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Contest Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No ; provided that no failure or delay by Purchaser to give Sellers notice of HSE in the performance of the foregoing a Tax Contest Claim shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant Seller to this Agreement indemnify Purchaser Indemnified Parties for any Damages arising out of such Tax Contest Claim, unless Transferor is prejudiced by such failure or delay. delay materially impairs the ability of Sellers to defend such Tax Contest Claim. With respect to a Tax Contest Claim that relates solely to a Pre-Closing Period, Sellers shall have the right to control the conduct of such claim if Sellers provide Purchaser with written notice of their election to control such claim within twenty (ii20) Representative days of receipt of notice thereof (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of Purchaser to defend such Tax Contest Claim) (any such claim, a “Sellers Tax Contest Claim”); provided that: (a) Sellers shall control any audit or other legal proceeding in respect keep Purchaser informed regarding the progress and substantive aspects of any Sellers Tax Return Contest Claim, (b) Purchaser shall be entitled (at its expense) to participate in any Sellers Tax Contest Claim and (c) Sellers shall not compromise or Taxes settle any Sellers Tax Contest Claim without Purchaser’s written consent which shall not be unreasonably withheld, unless the sole consequence of such compromise or settlement is the Company (payment of a “fixed amount of monetary damages that shall be borne by Sellers pursuant to Section 7.1. If Sellers do not elect to control a Tax Contest”) Contest Claim that relates solely to the Pre-Closing Tax Period, Purchaser shall be entitled to control such claim. With respect to any Tax Contest Claim that does not relate solely to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative Purchaser and Sellers shall jointly control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status conduct of such Tax Contest, (D) HSE, at the sole cost claim and expense of HSE, shall have the right to participate fully cooperate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned)all respects. (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If Morgan Stanley shall have the right to represent the interests of each of the Morgan Stanley Contributed Subsidiaries in, and to control the conduct of, any Governmental Entity issues to the Company (A) a written notice of its intent to Tax audit or conduct another legal administrative or court proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) with respect to any taxable period of such Subsidiary that relates ends on or prior to the Closing Date. (ii) Citigroup shall have the right to represent the interests of each of the Citigroup Contributed Subsidiaries in and to control the conduct of any Tax Contest with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (iii) The Company and Citigroup shall jointly represent the interests of each of the Citigroup Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. The Company and Morgan Stanley shall jointly represent the interests of each of the Morgan Stanley Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. (iv) If the resolution of any Tax Contest with respect to a Pre-Closing Tax PeriodPeriod or a Straddle Period would reasonably be expected to result in a material increase in the amount of Taxes required to be borne by the Party not in control of such Tax Contest (the “Non-Controlling Tax Party”) or would reasonably be expected to result in the Non-Controlling Tax Party having an obligation to make an indemnity payment pursuant to Section 4.5(a), (A) the Party in control of such Tax Contest (the “Controlling Tax Party”) shall keep the Non-Controlling Tax Party informed of any proceedings, events and developments relating to or in connection with such Tax Contest; provided(B) the Non-Controlling Tax Party shall be entitled to receive copies of all material correspondence and documents relating to such Tax Contest; and (C) if requested, that the Controlling Tax Party shall consult with the Non-Controlling Tax Party or its counsel and shall not enter into any settlement or compromise with respect to any such Tax Contest, (A) Representative shall control such Contest that could result in an adverse effect on the Non-Controlling Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest Party that is material without the permission of HSE (Non-Controlling Tax Party’s prior written consent, which will consent shall not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues taxing authority asserts a Tax Claim in respect of the Acquired Companies, then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the Company other party or parties hereto within fourteen (A14) a written calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its intent obligations under this Article XIV, except to audit or conduct another legal proceeding with respect to Taxes 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 Company relevant portion of any correspondence received from the taxing authority. (b) Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any taxing authority (a "TAX PROCEEDING") of the Acquired Companies for any taxable period ending that ends on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax PeriodDate; provided, however, that with respect to any such Tax Contest, Proceeding solely in respect of the Acquired Companies that would reasonably be expected to have a significant adverse impact on Purchaser and its Affiliates (Ai) Representative Seller shall control such Tax Contest in good faith, (B) all costs and expenses consult with Purchaser before taking any significant action in connection with such Tax Contest Proceeding and (ii) Seller shall be allocated to Transferornot settle, (C) Representative shall keep HSE reasonably informed regarding the status of compromise or abandon any such Tax ContestProceeding, without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or 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 Brake Parts Inc. or any related Tax Proceeding. (Dc) HSEIn the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, at the sole cost and expense of HSE, Purchaser shall have the right to participate in any control such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestProceeding; provided, however, that (Ai) HSE Purchaser shall keep Representative provide Seller with a timely and reasonably informed regarding detailed account of each phase 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 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 status only party in interest in connection with such Tax Proceeding, (v) Seller shall be entitled to participate in such Tax Proceeding, 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 Contest that relates to 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 Straddle Period, significant adverse impact on Seller or any of its Affiliates. (Bd) Transferor, at the sole cost and expense of Transferor, Purchaser shall have the right to participate control any Tax Proceeding involving the Acquired Companies (other than a Tax Proceeding described in Section 14(b) or (c)); provided, however, that Purchaser shall not settle, compromise or abandon any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest Proceeding, if such settlement action would reasonably be expected to have a significant adverse impact on Seller or other resolution relates to Taxes for a Straddle Period any Affiliate of Seller, without obtaining the permission prior written consent of Representative (Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues to Following the Company (A) a Closing, Buyer and the Company, on the one hand, and Seller and its Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of written notice of its intent to audit any inquiries, claims, assessments, audits or conduct another legal proceeding similar events with respect to Taxes of the Company for relating to a Pre-Closing Tax Period (any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)such inquiry, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any claim, assessment, audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contests except to the extent such party was actually and materially prejudiced as a result thereof. (a) Seller shall have the right to control the conduct and resolution of any Tax Contest relating to taxable periods ending on or prior to the Closing Date; provided, however, that with respect to any Tax Contest whose resolution could adversely affect Buyer, (x) Seller shall keep Buyer reasonably informed of the progress of such Tax Contest and Buyer shall have the right to participate (at Buyer’s expense) in such Tax Contest. The right of Buyer to participate in a Tax Contest shall include the right to receive copies of all correspondence from any taxing authority relating to such Tax Contest, attend meetings and review and comment to the party controlling such Tax Contest on submissions relating to such Tax Contest, and Seller shall consider in good faith any reasonable comments provided by Buyer. Neither Seller nor any of its Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Contest that would have the effect of increasing the Company’s or Buyer’s liability for Taxes in a Post-Closing Tax Period without obtaining the prior written consent of Buyer, which shall not be unreasonably withheld. (b) Buyer shall have the right to control the conduct and resolution of any other Tax Contest not described in Section 6.4(a) that relates pertains to a Pre-Closing Tax Period; provided, however, that with respect to any such Tax Contest, (Ai) Representative Buyer shall control keep Seller reasonably informed of the progress of such Tax Contest in good faith, and (Bii) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Seller shall have the right to participate (at Seller’s expense) in such Tax Contest. The right of Seller to participate in a Tax Contest shall include the right to receive copies of all correspondence from any taxing authority relating to such Tax Contest, attend meetings and review and comment to the party controlling such Tax Contest on submissions relating to such Tax Contest, and (E) Transferor Buyer shall not settle consider in good faith any reasonable comments provided by Seller. Neither Buyer nor any of its Affiliates shall settle, resolve, concede or otherwise resolve compromise any issue, matter or item arising in such Tax Contest in a manner that could increase Seller’s liability for Taxes to any taxing authority or to Buyer under this Agreement, or decrease any Tax Contest refund to which Seller would otherwise be entitled, without obtaining the permission prior written consent of HSE (Seller, which will shall not be unreasonably withheld, delayed, or conditioned). (iiic) HSE and In the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status event of any such Tax Contest that relates to a Straddle Periodconflict or overlap between the provisions of this Section 6.4 and Article VIII, (B) Transferor, at the sole cost and expense provisions of Transferor, this Section 6.4 shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)control.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes The Ashford Select Entities shall inform Contributor of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any Ashford Select Entity may be entitled to indemnity from Contributor hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which Contributor acknowledges in writing that Contributor is liable under Article VII for any and all Losses relating thereto, Contributor shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE Contributor shall keep Representative reasonably informed regarding promptly notify the status Ashford Select Entities in writing of any intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any Contributed Entity or any Subsidiary Entities for a Tax period that includes but does not end on the Closing Date, Contributor and Ashford Select Entities shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on any Ashford Select Entity, (B) TransferorContributed Entity, at the sole cost and expense Subsidiary Entities or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not be settled or resolved without the relevant Ashford Select Entity’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Contributor of the commencement of any Tax Contest and Contributor does not, within ten (10) Business Days after notice is given by an Ashford Select Entity, give notice to such Ashford Select Entity of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Contributor), Contributor shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Ashford Select Entity. The failure of an Ashford Select Entity to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect Contributor’s obligation with respect thereto except to the extent it relates that Contributor can demonstrate actual loss and prejudice as a result of such failure. The Ashford Select Entities and the Contributed Entities and Subsidiary Entities shall use their reasonable efforts to provide Contributor with such assistance as may be reasonably requested by Contributor in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)jointly by Contributor.

Tax Contests. (i) Subject to obtaining any Required Consents which may be necessary to change the Tax Matters Partner, Seller shall cooperate with Purchaser in filing such forms and notices as are required to cause Purchaser or its designee to be the Tax Matters Partner, pursuant to the Code, for all taxable years of each Project Partnership. If any a Governmental Entity issues to shall propose an adjustment to, or examine or audit of, the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that Project Partnership with respect to any such Tax Contestmatter which, if determined adversely, would give rise to an indemnity obligation pursuant to Section 7.1 or a payment by Seller or a Seller Guarantor to a Limited Partner under a tax credit guaranty, then Purchaser shall notify Seller within twenty (A20) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status days of such Tax Contest, (D) HSE, at the sole cost and expense receipt of HSE, shall have the right to participate in notice of any such Tax Contest and (E) Transferor shall not settle adjustment, examination or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestaudit; provided, however, that the failure to give such notice shall not relieve Seller of its obligations hereunder unless such failure reasonably prevents Seller from exercising its rights under this Agreement, or materially impairs or prejudices the exercise of such rights. Seller may at any time after receipt of such notice provide, at its election, a notice (Aa “Control Notice”) HSE to Purchaser that Seller intends to direct and control the examination, audit or contest as to one or more proposed adjustments. If Seller elects not to deliver a Control Notice to Purchaser, then Purchaser shall direct and control the audit, examination or contest, but shall nevertheless keep Representative Seller reasonably informed as to all actions to be taken in connection with such contest, shall promptly provide Seller with all material correspondence sent to, or received from, the Governmental Entity regarding such adjustment and such other documentation as reasonably requested by Seller relating to the proposed adjustment, shall consult with Seller in good faith concerning the procedure in which such adjustment is contested, and the substantive arguments to be asserted by Purchaser in such contest, and shall allow a Seller representative to attend all meetings with representatives of the Governmental Entity regarding the status proposed adjustment (the retention of control by Purchaser where no Control Notice is delivered shall not impair Purchaser’s rights to claim on any indemnity). Prior to proposing or entering into any settlement or agreement with the Government Entity or payment of Tax regarding any proposed adjustment as to which a Control Notice was not delivered, Purchaser shall provide Seller with the relevant information regarding such proposed settlement or agreement or payment of Tax and Seller shall have ten (10) days after receipt of such information to provide a Control Notice as to the adjustments that are the subject of such settlement or agreement or payment of Tax, and during such time period Purchaser shall not take any action with respect to such adjustments. If Seller at any time delivers a Control Notice to Purchaser, then, with respect only to those proposed adjustments as to which the Control Notice relates, Seller shall, subject to the rights of any such Tax Contest that relates limited partner under the applicable Project Partnership Agreement to a Straddle Period, (B) Transferor, at the sole cost provide prior written consent to various actions and expense of Transferor, shall have the right to exercise other rights to participate in the applicable proceeding, direct and control the progress of and settle the audit, examination or contest, and specifically, without limitation: (i) Purchaser may not settle such proposed adjustments, or pay any tax with respect thereto, without Seller’s consent, (ii) Purchaser shall, if requested by Seller, contest any such Tax Contest proposed adjustment, except that Purchaser shall not be required to appeal any adverse determination to the extent it relates United States Supreme Court, (iii) Seller or its representative may attend and direct all meetings with the Governmental Entity regarding such proposed adjustments, (iv) at Seller’s request, Purchaser shall provide a power of attorney to one or more counsel or other authorized representatives designated by Seller and reasonably acceptable to Purchaser, who shall represent the Project Partnership with respect to such adjustments, under the direction of Seller, and Purchaser shall cooperate with Seller and its representatives to provide documentation and other reasonable assistance in connection therewith. Delivery by Seller of a Straddle Period and (C) HSE Control Notice shall constitute an agreement by Seller to indemnify Purchaser on demand for any Liability incurred by Purchaser by reason of any Taxes, additions to Tax, interest or penalties finally determined to be owing as a result of the proposed adjustments to which the Control Notice relates, provided that indemnification shall not allow include a gross up for the Company tax liability on indemnification payments made to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayedPurchaser, or conditionedany other payment made to Purchaser relating to indemnification on an after tax basis. The parties shall share equally the reasonable actual costs of any unaffiliated third party professionals (e.g. attorneys and accountants) engaged in connection with any of the proceedings described in this Section 7.3(f).

Tax Contests. (i) If any Governmental Entity issues Buyer shall notify Seller within ten (10) business days of a Tax Proceeding for a Pre-Closing Tax Period with respect to a Transferred Company, provided that the failure to so notify Seller shall not affect Seller’s indemnification obligation under Section 7.08(d) except to the Company extent of any material prejudice actually incurred by Seller. With respect to any Tax Proceeding relating to (A) a written notice Pre-Closing Tax Period with respect to a Transferred Company, the Transferred Assets or the Business (other than a Straddle Period or a Tax Proceeding with respect to a Transfer Tax) or (B) a consolidated Tax Return of which Jxxxxxx & Jxxxxxx, Xxxxxx Corporation or any of their Subsidiaries (other than a Transferred Company) is the common parent, Seller may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and sxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Buyer or any of its intent Affiliates (including the Transferred Companies) after the Principal Closing Date, (x) Seller shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding and shall consult with Buyer before taking any significant action in connection with such Tax Proceeding and (y) Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld. With respect to audit any Tax Proceeding relating to a Straddle Period with respect to a Transferred Company, the Transferred Assets or conduct another legal proceeding the Business, Buyer may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and sxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Seller or any of its Affiliates with respect to the Pre-Closing Tax Period resulting in an increase of Seller’s liability for Taxes pursuant to this Agreement, (a) Buyer shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding and shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (b) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld. (ii) Except as otherwise provided in Section 7.08(e)(i), Buyer shall exclusively control all proceedings with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return Transferred Companies or Taxes of otherwise relating to the Company (a “Tax Contest”Transferred Assets or the Business. Notwithstanding anything in Section 2.06(d) that relates or Section 7.08(e)(i) to a Pre-Closing Tax Period; providedthe contrary, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Buyer shall have the exclusive right to participate control any Tax Proceeding described in any Section 2.06(d) or Section 7.08(e)(i) if Seller fails to, or notifies Buyer in writing that Seller elects not to, defend such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned)Proceeding. (iii) HSE Buyer, the Transferred Companies and each of their respective Affiliates, on the Company one hand, and Seller and its respective Affiliates, on the other hand, shall control cooperate in contesting any other Tax Contest; providedProceeding, howeverwhich cooperation shall include the retention and, that (A) HSE shall keep Representative upon request, the provision to the requesting party of records and information which are reasonably informed regarding the status 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 Contest that relates Proceeding. Buyer and Seller shall execute and deliver such powers of attorney and other documents as are necessary to a Straddle Period, (B) Transferor, at carry out the sole cost and expense intent of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditionedthis Section 7.08(e).

Tax Contests. (i) If any Governmental Entity issues to Ashford Select TRS shall inform the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes applicable Seller of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which Ashford Select TRS may be entitled to indemnity from Sellers hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which any Seller acknowledges in writing that such Seller is liable under Article VII for any and all Losses relating thereto, such Seller shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE each Seller shall keep Representative reasonably informed regarding promptly notify Ashford Select TRS in writing of any intention to control such Tax Contest, (y) in the status case of a Tax Contest relating to Taxes of any of the Purchased Entities or Subsidiary Entities for a Tax period that includes but does not end on the Closing Date, the related Seller and Ashford Select TRS shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on Ashford Select TRS, (B) Transferorany of the Purchased Entities, at the sole cost and expense Subsidiary Entities or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not be settled or resolved without the relevant Ashford Select TRS consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to any Seller of the commencement of any Tax Contest and such Seller does not, within ten (10) Business Days after notice is given by Ashford Select TRS, give notice to Ashford Select TRS of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of such Seller), such Seller shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Select TRS. The failure of Ashford Select TRS to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect any Seller’s obligation with respect thereto except to the extent it relates that such Seller can demonstrate actual loss and prejudice as a result of such failure. Ashford Select TRS and the Purchased Entities and Subsidiary Entities shall use their reasonable efforts to provide Sellers with such assistance as may be reasonably requested by Sellers in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for jointly by a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Seller.

Tax Contests. (ia) If any Governmental Entity Authority issues to the Company any Purchased Business Subsidiary (Ai) a written notice of its intent to audit audit, examine or conduct another legal proceeding with respect to Taxes or Tax Returns of such Purchased Business Subsidiary or otherwise imposed on the Company Purchased Business for any period ending on or before the Pre-Closing Date Tax Period or (Bii) a written notice of deficiency for deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns of such Purchased Business Subsidiary or otherwise imposed on the Purchased Business for any period ending on or before the Pre-Closing Date Tax Period (each, a “Tax Claim”), HSE Purchaser or such Purchased Business Subsidiary shall notify Representative the Company in writing of its the receipt of such communication from the Governmental Entity Authority within thirty fifteen (3015) days of receiptafter receiving such Tax Claim. No failure or delay of HSE Purchaser or such Purchased Business Subsidiary in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant the Company under this Agreement, except to this Agreement unless Transferor is prejudiced by the extent that such failure precludes or delayotherwise prejudices the Company from defending against any liability or claim for Taxes that the Company is obligated to pay hereunder. (iib) Representative The Company shall control any audit proceeding relating to any Tax Claim with respect to Taxes or other legal proceeding in respect Tax Returns of any Purchased Business Subsidiary or otherwise imposed on the Purchased Business to the extent it relates to Taxes or a Tax Return or Taxes of the Company for a Pre-Closing Tax Period (a “Tax Contest”); provided that (i) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Purchaser shall have the right to participate in any such Tax Contest and the Company shall provide Purchaser with copies of all written communications relating to the Tax Contest, (Eii) Transferor the Company shall keep Purchaser informed regarding the progress of any Tax Contest and consult with Purchaser with respect to any issue relating to such Tax Contest that could have a materially adverse effect on the Purchased Business Subsidiaries, and (iii) the Company shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other issue raised in any Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to would materially adversely affect Taxes for a Straddle Period which the Company is not liable under this Agreement without the permission of Representative Purchaser (which will shall not be unreasonably withheld, conditioned or delayed). Purchaser shall timely provide (or cause to be provided) to the Company powers of attorney in order to permit the Company to exercise its rights to control any such Tax Contests. For the avoidance of doubt, this Section 8.5(b) shall not apply to any Taxes or conditionedTax Return with respect to a Purchased Business Subsidiary that is paid or filed on a consolidated, combined, unitary or other group basis with the Company or any of its Subsidiaries (other than a Purchased Business Subsidiary). (c) If there is an adjustment to any Tax Return pursuant to this Section 8.5 that creates a deficiency in any Taxes for which the Company is liable under this Agreement, the Company shall promptly pay to Purchaser the amount of such deficiency in Taxes after written demand for payment.

Tax Contests. (ia) If any Governmental Entity issues to the Company (A) a Unless Buyer has previously received written notice of its intent to audit or conduct another legal proceeding with respect to Taxes from Seller of the Company for any period ending on or before the Closing Date or (B) existence of a Tax Contest, Buyer shall give written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance to Seller of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect existence of any Tax Return Contest relating to Taxes that is or Taxes reasonably may be Seller’s responsibility under this Agreement within ten (10) Business Days from the receipt by Buyer of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status written notice of such Tax Contest. (b) With respect to any Tax Contest relating to Taxes that is or reasonably may be Seller’s responsibility under this Agreement and with respect to which Seller has delivered written acknowledgement of such responsibility to Buyer a (“Seller Tax Contest”), (D) HSESeller shall, at its election, have the sole right to (x) represent any Acquired Company, as the case may be, in any such Seller Tax Contest and (y) employ reputable counsel of its choice at its expense and control the conduct of such Tax Contest. Seller shall have the right to settle or dispose of any Seller Tax Contest; provided, however, that Seller shall consult with Buyer regarding any such Seller Tax Contest and shall allow Buyer to participate in any such proceeding (at its own cost and expense expense); and provided, further, that no settlement or other disposition of HSEany claim for Tax which would adversely affect Buyer (or any Acquired Company) in any Post-Closing Tax Period shall be agreed to without Buyer’s prior written consent, not to be unreasonably withheld. Regardless of whether Seller elects to represent any Acquired Company pursuant to this Section 6.5, Seller shall have the right to participate in any such Seller Tax Contest (at its own cost and (E) Transferor expense), and Buyer shall not settle reasonably cooperate with Seller, including pursuant to Article 6 hereof, in the conduct of such Seller Tax Contest. Notwithstanding anything to the contrary in this Agreement, no settlement or otherwise resolve other disposition with respect to any Seller Tax Contest shall be agreed to without the permission of HSE (which will Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues Notwithstanding anything to the Company (A) a contrary contained herein, if Tenant shall deem itself aggrieved by any increase in the assessment of Real Property Taxes and shall in good faith desire to contest the payment thereof, then Tenant may make such payment under protest and, so long as postponement of such payment does not jeopardize Landlord's title to the Property, Tenant may contest the same with the taxing authority provided that it shall secure such payment and the interest and penalties thereon to the taxing authority if and to the extent required by law. Notwithstanding the foregoing, Tenant shall not contest or protest the payment of any Real Property Taxes or discontinue any abatement proceedings begun by it without first giving Landlord written notice of its intent so to audit do and allowing Landlord, at Landlord's election by written notice to Tenant, to contest or conduct another legal proceeding with respect protest such payments and/or be substituted in such proceedings, in which case Landlord shall use reasonable efforts to Taxes pursue such contest or protest in good faith and keep Tenant reasonably apprised of the Company for any period ending on contest or before protest. If the Closing Date or (B) a written notice of deficiency for Real Property Taxes for any period ending on or before the Closing Date (a “Tax Claim”)to be contested by Tenant are in Landlord's name, HSE shall notify Representative of its receipt of then Tenant may prosecute such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE contest in the performance name of Landlord and Landlord shall, at Tenant's request, sign all instruments reasonably necessary or appropriate therefor in form and substance reasonably acceptable to Landlord, and otherwise reasonably cooperate with Tenant, in connection therewith (at no material out-of-pocket cost to Landlord unless Tenant shall agree to reimburse Landlord for such cost). If Tenant is contesting any Real Property Taxes, then Tenant shall keep Landlord reasonably apprised thereof. If Landlord shall determine that Tenant's contest of Real Property Taxes would be reasonably likely to materially and adversely interfere with, delay or materially increase the cost of any demolition, development, redevelopment, refurbishment or sale of any portion of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced Property by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest Landlord as determined by Landlord in good faith, then Landlord may, by notice to Tenant, inform Tenant of such determination and elect to take over the contest and be substituted for Tenant in such proceedings. If the Real Property Taxes to be contested by Landlord are in Tenant's name, then Landlord may prosecute such contest in the name of Tenant and Tenant shall, at Landlord's request, sign all instruments reasonably necessary or appropriate therefor, and otherwise reasonably cooperate with Landlord, in connection therewith (B) all at no material out-of-pocket cost to Tenant unless Landlord shall agree to reimburse Tenant for such cost). If Landlord is contesting any Real Property Taxes, then Landlord shall keep Tenant reasonably apprised thereof. Any abatements or refunds of Real Property Taxes under this Section 5.03 shall be allocated as follows, in each case pro rata and pari passu: First, to Tenant and Landlord to reimburse each of them for their respective actual out-of- pocket costs and expenses in connection with such Tax Contest of the applicable contest or protest of Real Property Taxes, including, without limitation, any appraisal fees and reasonable attorneys' fees (it being acknowledged that customary contingent fees payable to attorneys shall be allocated deemed reasonable); and Second, to Transferor, Tenant and Landlord in proportion to their Respective Percentages (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost as and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates applicable to a Straddle Period and (C) HSE the abated or refunded Real Estate Taxes). The provisions of this Section 5.03 shall not allow survive the Company to settle expiration or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission earlier termination of Representative (which will not be unreasonably withheld, delayed, or conditioned)this Lease.

Tax Contests. (i) If any Governmental Entity Authority issues to the Company (A) Wxxxx Canada a written notice of its intent to audit or conduct another legal proceeding Tax Claim with respect to Taxes of the Company Wxxxx Canada for any Tax period ending on or before prior to the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before Date, the Closing Date (a “Tax Claim”), HSE Canadian Purchaser shall notify Representative Katy of its receipt of such communication from the Governmental Entity Authority within thirty (30) days Business Days after receiving such notice of receiptTax Claim. No failure or delay of HSE Canadian Purchaser or Wxxxx Canada in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Katy pursuant to this Agreement unless Transferor is prejudiced by Agreement, except to the extent that such failure or delay. (ii) Representative delay shall preclude Katy from defending against any liability or claim for Taxes that Katy is obligated to pay hereunder. Katy shall control any audit examination, investigation, audit, or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with in respect to of any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestClaim; provided, however: (a) Katy first acknowledges in writing that: (i) to the extent the Tax Claim includes an assertion that an amount is or may be owing with respect to Taxes, that Katy is obligated to indemnify the Canadian Purchaser for such Taxes; and (Aii) HSE to the extent the Tax Claim does not include an assertion that an amount is or may be owing with respect to Taxes, Katy is liable to indemnify the Canadian Purchaser for Taxes for the Tax periods subject to the Tax Claim; (b) Katy shall keep Representative reasonably informed regarding the status not have control of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it that such Tax Contest relates to or affects a Straddle Period Tax period ending after the Closing Date; (c) Katy shall not have control of the portion of an Tax Contest that affects Tax periods on or before the Closing Date where such Tax Contest also affects or may affect Tax periods ending following the Closing Date and the Canadian Purchaser determines, acting reasonably, that it is impractical for Katy to control a portion of such Tax Contest or that such control by Katy will or may adversely affect the Canadian Purchaser’s ability to effectively control, settle or resolve the portion of the Tax Contest affecting Tax periods ending after the Closing Date; and (Cd) HSE Katy shall not (and shall not allow the Company Wxxxx Canada), to settle a Tax Claim or otherwise resolve Tax Contest without the prior written consent of the Canadian Purchaser if such compromise and settlement may have an impact upon Taxes of Wxxxx Canada for any period ending after the Closing Date or would result in a Tax liability to Wxxxx Canada or its Affiliates or an adverse effect of their tax attributes for which Katy has not undertaken to indemnify the Canadian Purchaser. Katy shall provide Canadian Purchaser will copies of all written communications relating to any Tax Contest if controlled by Katy and shall on a regular and timely basis advise Canadian Purchaser of the status of and any material developments relating to such settlement Tax Contest. Canadian Purchaser shall be entitled to appoint counsel to monitor any Tax Contest controlled by Katy at its own expense, and shall be entitled to attend or other resolution relates have counsel attend any meetings, whether in person or otherwise, between Katy and the Tax Authority conducting such Tax Contest, shall be entitled to Taxes for a Straddle Period without be advised of the permission contents of Representative (which will any such meeting not attended by Canadian Purchaser or its counsel and shall be unreasonably withheld, delayed, or conditioned)entitled to receive copies of any submissions proposed to be made to any Tax Authority and to have reasonable time to comment upon such submissions.

Tax Contests. (ia) If Buyer, the Stockholders, Stockholders’ Representative or any of their Affiliates receives notice from any Governmental Entity issues to of any proposed or actual audit, examination, adjustment, claim, assessment or demand concerning the Company (A) a written notice amount of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for or any period ending on or before its Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period, such Party shall inform the Closing Date or other Parties thereof within ten (B10) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its Business Days after receipt of such communication from the Governmental Entity within thirty (30) days of receiptnotice. No failure or delay of HSE in the performance of the foregoing providing such notice shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant any Party hereto, except to this Agreement unless Transferor is prejudiced by the extent such failure or delaydelay adversely affects the recipient Party’s ability to defend against any liability or claim with respect to such Taxes. Any notice shall be accompanied by a copy of any written notice or other document received from the applicable Governmental Entity with respect to such matter. (iib) Stockholders’ Representative shall control have the sole right to control, at Stockholders’ Representative’s expense, the contest of any audit audit, dispute or administrative, judicial or other legal proceeding in respect of any Tax Return or relating to the Taxes of the Company or any of its Subsidiaries for any taxable period ending on or before the Closing Date, and Buyer may, at its expense, participate in such contest. Buyer shall have the sole right to control, at its expense, the contest of any audit, dispute or administrative, judicial or other proceeding relating to the Taxes of the Company or any of its Subsidiaries for any Straddle Period or for any period commencing after the Closing Date, and Stockholders’ Representative may, at Stockholders’ Representative’s expense, participate in such contest. No audit, dispute or administrative, judicial or other proceeding may be settled (a “Tax Contest”i) that relates in the case of any such contest relating to a Pre-Closing Tax Period; providedPeriod by Stockholders’ Representative without Buyer’s prior written consent if such settlement would have an adverse impact on Buyer or any of its Affiliates, that with respect to or (ii) in the case of any such Tax Contestcontest relating to a Straddle Period, (A) Representative shall control by Buyer without Stockholders’ Representative’s prior written consent if such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding settlement would have an adverse impact on the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestStockholders; provided, however, that (A) HSE no such consent by Stockholders’ Representative or Buyer shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, withheld or delayed, or conditioned).

Tax Contests. (a) If any party (or any of their Affiliates) receives any written notice from any governmental authority of any proposed adjustment, adjustment, notice of deficiency, assessment, audit, examination, suit, or other claim or administrative or judicial proceeding relating to Taxes or Tax Returns (a "Tax Claim") with respect to any Tax or Taxable Period for which the other party may be obligated to provide indemnification under this Agreement, such party shall (i) If any Governmental Entity issues give prompt written notice thereof to the Company other party, and (Aii) a written furnish the other party with copies of all relevant correspondence received from the governmental authority. The failure to give such notice shall eliminate the indemnification obligations of the other party hereunder if and to the extent that such failure materially prejudices the rights of the other party. (b) Seller and its intent duly appointed representatives shall have the sole right to audit or conduct another legal proceeding control and make all decisions with respect to Taxes any Tax Claim relating to (i) a Taxable Period of the Company for any period ending on or before the Closing Date Date, or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative any other issue that could result in Seller being obligated to provide indemnification under this Agreement. Without limiting the generality of the foregoing, Seller may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority with respect to such Tax Claim, and may in its sole discretion either pay any Tax asserted to be due and sue xxx a refund where applicable law permits or contest or settle the Tax Claim in any legally permissible manner. Buyer or Company, as appropriate, shall control any audit execute or cause to be executed such powers of attorney or other legal proceeding documents as may be necessary to enable Seller to take all actions it deems appropriate with respect to such Tax Claim. Seller shall keep Buyer reasonably informed of the nature of all actions taken with respect to such Tax Claim, shall consult in good faith with Buyer with respect to the contest of such Tax Claim and shall permit Buyer to review and comment on all material written submissions with respect to such Tax Claim. If Seller does not assume the defense of any Tax Return Claim described in this Section 7.6(b), Buyer or Taxes of Company may defend the Company (a “Tax Contest”) that relates same in such manner as it may deem appropriate, including but not limited to a Pre-Closing Tax Period; provided, that with respect to any settling such Tax ContestClaim with the consent of Seller, (A) Representative which consent shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iiic) HSE Seller and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of Company for any Straddle Period. Neither Seller nor Buyer shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of settle any such Tax Contest that relates to a Straddle Period, claim without the prior written consent of the other. (Bd) Transferor, at Seller and Buyer shall each bear its own expenses incurred in connection with the sole cost and expense contest by such party of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Claims.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, , (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If CRISPR will notify Bayer within [***] days upon the receipt of any Governmental Entity issues to the Company (A) a written notice notice, or becoming aware, of its intent to any material audit or conduct another legal proceeding other similar examination with respect to Taxes relating to Casebia and/or Subsidiaries of the Company Casebia for any period ending on which Bayer would reasonably be expected to be liable pursuant to this Agreement or before the Closing Date that relates to a Tax Return of Casebia and/or Subsidiaries of Casebia for which items of income, deduction, credit, gain or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date loss are passed through to Bayer and CRISPR (a “Tax ClaimContest”); provided, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No however, that no failure or delay of HSE CRISPR in the performance of the foregoing shall providing such notice will reduce or otherwise affect the obligations or liabilities of Transferor Bayer pursuant to this Agreement unless Transferor Agreement, except to the extent that Bayer is materially and adversely prejudiced by as a result of such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect . CRISPR will control, and cause the applicable Subsidiary of Casebia to control, the conduct of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, however, that with respect to any such Tax Contest, (Ax) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSEBayer, at the sole its own cost and expense of HSEexpense, shall will have the right to participate in any such Tax Contest and (Ey) Transferor shall CRISPR will not settle or otherwise resolve any such Tax Contest without the permission of HSE (which will Bayer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, (i) the parties will not be permitted to make any election pursuant to Section 1101(g)(4) of P.L. 144-74 (2015) or conditioned). Treasury Regulations Section 301.9100-22 (or, in each case, any corresponding or similar provision of state or local applicable Law or any Treasury Regulations promulgated with respect thereto) in connection with any Tax Contest or other filing or amendment of any Tax Return of Casebia or any Subsidiary of Casebia, in each case, with respect to any taxable period ending on or before December 31, 2017, (ii) with respect to any U.S. federal and state and local income Tax Returns for Casebia or any Subsidiary of Casebia for any taxable period beginning after December 31, 2017 and ending on or before the Closing Date or any Straddle Period, CRISPR will be permitted to make, to the maximum extent permitted under applicable Law, the election described in Code Section 6221(b) on such Tax Returns (and any similar or corresponding election for any such Tax Returns for state and local jurisdictions) (collectively, the “Audit Opt Out Election”) and (iii) HSE and if the Company shall control Audit Opt Out Election is not available, CRISPR will be permitted to cause Casebia and/or Subsidiaries of Casebia to make a Code Section 6226 “push out” election with respect to any other “imputed underpayment” relating to any settlement or compromise in connection with any Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues Seller and Purchaser shall provide prompt notice to the Company other of any pending or threatened Contest of which it becomes aware related to Taxes for any taxable period for which it is indemnified by the other Party hereunder. Such notice shall contain factual information (Ato the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents it has received from any Taxing Authority in respect of any such matters. If a written notice Party hereto has knowledge of its intent to audit or conduct another legal proceeding an asserted Tax liability with respect to a matter for which it is to be indemnified under ‎Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, and such failure to give prompt notice results in a monetary detriment to the indemnifying Party, then any amount that the indemnifying Party is otherwise required to pay the indemnified Party pursuant to ‎Section 7.6 hereof shall be reduced by the amount of such detriment. (b) Seller or its designee shall have the right to represent a Conveyed Company’s interests in any Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Article ‎VII hereof, to employ counsel of its choice at its expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that Purchaser shall have the right, at Purchaser’s own expense, to consult with Seller regarding any such Contest that may affect a Conveyed Company for any period ending beginning on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before after the Closing Date (a “Tax ClaimPost-Closing Period”)) or for any portion of a Straddle Period beginning on or after the Closing Date; and provided, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control further, that any audit settlement or other legal proceeding in respect disposition of any Tax Return or Taxes of the such Contest that may affect a Conveyed Company (a “Tax Contest”) that relates to a Prefor any Post-Closing Tax Period; providedPeriod or any portion of a Straddle Period beginning on or after the Closing Date may only be made with the consent of Purchaser, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which consent will not be unreasonably withheld, delayed, delayed or conditioned. In the case of a Contest with respect to a Straddle Period, to the extent that Purchaser unreasonably withholds, delays or conditions consent, Seller’s obligation under ‎Section 7.6(b)(iii) of this Agreement to indemnify Purchaser for any Tax with respect to such period shall terminate and Purchaser shall reimburse Seller for the reasonably incurred costs of the Contest. As with all other Tax disputes under this Agreement, it is understood by the Parties that any disputes arising under this ‎Section 7.5(b), including, but not limited to, disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article ‎VII that require the agreement of the Parties within the meaning of ‎Section 7.10 of this Agreement and, therefore, shall be resolved in accordance with ‎Section 7.10 of this Agreement. (iiic) HSE Purchaser shall have the right to control the conduct of any Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company shall control any other Tax Contestpursuant to ‎Section 7.5(b); provided, however, that (A) HSE Seller shall keep Representative reasonably informed have the right, at Seller’s own expense, to consult with Purchaser regarding any such Contest that may affect a Conveyed Company for any Pre-Closing Period or for any portion of a Straddle Period ending on the status Closing Date; and provided, further, that any settlement or other disposition of any such Tax Contest that relates to may affect a Straddle Period, (B) Transferor, at the sole cost and expense Conveyed Company for any Pre-Closing Period or any portion of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow ending on the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without Closing Date may only be made with the permission consent of Representative (Seller, which consent will not be unreasonably withheld, delayeddelayed or conditioned. In the case of a Contest with respect to a Straddle Period, to the extent that Seller unreasonably withholds, delays or conditions consent, Purchaser’s obligation under ‎Section 7.6(c) of this Agreement to indemnify Seller for any Tax with respect to such period shall terminate and Seller shall reimburse Purchaser for the reasonably incurred costs of the Contest. As with all other Tax disputes under this Agreement, it is understood by the Parties that any disputes arising under this ‎Section 7.5(c), including, but not limited to, disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article ‎VII that require the agreement of the Parties within the meaning of ‎Section 7.10 of this Agreement and, therefore, shall be resolved in accordance with ‎Section 7.10 of this Agreement. (d) Seller and Purchaser agree, in each case at no cost to the other Party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. (e) Where there is a dispute with a Taxing Authority regarding liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or conditioned)shall cause the appropriate Conveyed Company to, as the case may be, at the request of Seller, pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the Conveyed Company shall be reimbursed by Seller in a manner to be agreed upon by the Parties at such time as Seller makes such request but prior to the time Purchaser or the appropriate Conveyed Company makes the payment.

Tax Contests. Each Party hereto shall notify the other Party in writing in accordance with Section13.2 within ten (i10) If any Governmental Entity issues to the Company (A) a Business Days following receipt by such Party of written notice of its intent to audit any pending or conduct another legal proceeding with respect to threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of the Company for any period ending on or before the Closing Date or such other party (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates ). If the Party required to give such notice fails to do so in a Pre-Closing Tax Period; providedtimely manner, that with respect such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses Taxes arising in connection with such Tax Contest shall be allocated except to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, (D) HSE, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at the its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of HSE, shall have its election to control such Tax Contest within 10 days of receiving notice of the right to participate in any such Tax Contest and (Eii) Transferor shall not settle the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other related to such Tax Contest; provided, however, that that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (Aincluding any of the Acquired Companies) HSE in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall keep Representative reasonably informed regarding the status not settle or otherwise dispose of any Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest that subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to a Straddle PeriodTaxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, (B) Transferor, at the sole cost and expense of Transferor, Buyer shall have the right to participate represent the interests of the Acquired Companies in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE with reasonable costs of such control being borne by US Seller, provided that Buyer shall not allow the Company to settle or otherwise resolve dispose of any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (the US Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. (i) If Buyer shall promptly notify Sellers following receipt of notice of any audit, examination, notice of deficiency, administrative or court proceeding or other claim by any Governmental Entity issues to the Company (A) a written notice Authority in respect of its intent to audit or conduct another legal proceeding with respect to any Taxes of the Company WCP or WCM for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date which an indemnification claim would exist against Sellers pursuant to Section 12.3 (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No ; provided that no failure or delay of HSE Buyer in the performance of the foregoing providing such notice shall reduce or otherwise affect the obligations or liabilities of Transferor Sellers pursuant to this Agreement unless Transferor is Agreement, except to the extent that Sellers are materially and adversely prejudiced by as a result of such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, . Sellers shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve control, at Sellers’ expense, any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, Claim with respect to WCP or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest WCM solely to the extent it relates to a Straddle Period Pass-through Income Tax Return that includes any Pre-Closing Tax Period; provided that (a) Sellers shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any issue relating to such Tax Claim, (b) Sellers shall provide Buyer with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Claim and shall otherwise keep Buyer reasonably apprised of substantive developments with respect to such Tax Claim, (c) Sellers shall provide Buyer with a copy of, and a reasonable opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim, (d) Buyer shall be entitled to participate in the defense of such Tax Claim at its sole cost and expense, and (Ce) HSE Sellers shall not allow the Company agree to settle or otherwise resolve any Tax Contest if such a settlement or other resolution relates to Taxes for a Straddle Period compromise thereof without the permission prior written consent of Representative (Buyer, which will consent shall not be unreasonably withheld, conditioned or delayed, if such settlement or conditionedcompromise could affect the Tax Liability of Buyer, WCP or WCM with respect to any taxable period (or portion thereof) beginning after the Closing Date. Buyer shall have the right to control any other Tax Claim with respect to WCP or WCM; provided that (i) Buyer shall keep Sellers reasonably informed and consult in good faith with Sellers with respect to any issue relating to such Tax Claim, (ii) Buyer shall provide Sellers with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Claim and shall otherwise keep Sellers reasonably apprised of substantive developments with respect to such Tax Claim, (iii) Buyer shall provide Sellers with a copy of, and a reasonable opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim, (iv) Sellers shall be entitled to participate in the defense of such Tax Claim at their sole cost and expense, and (v) neither Buyer, WCP nor WCM shall agree to a settlement or compromise thereof without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that for the avoidance of doubt, Buyer shall not be obligated to share (A) any portion of any documents, information, correspondence or other materials that do not relate to a Tax Claim and (B) any Tax Returns of Buyer or any of its Affiliates (other than Tax Returns of WCP or WCM for Pre-Closing Tax Periods).

Tax Contests. (i) If Parent shall promptly notify Seller in writing upon receipt by Parent, Buyer or any Governmental Entity issues to the Company (A) of their Affiliates of a written notice of its intent any pending or threatened audit, examination, assessment, or other administrative or judicial proceedings relating to audit Taxes for which Seller may have Liability pursuant to this Agreement (“Tax Contest”); provided, however, no failure or conduct another legal proceeding with delay by Parent to provide notice of a Tax Contest shall reduce or otherwise affect Seller’s obligation to indemnify the Buyer Indemnified Parties under this Agreement except to the extent Seller is actually prejudiced thereby. With respect to Taxes of the Company for any Tax Contest that relates solely to a taxable period ending that ends on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)Date, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Seller shall have the right to control the conduct of such Tax Contest if Seller provides Parent with written notice of their election to control such Tax Contest within twenty (20) days after receipt of notice thereof (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of Parent to defend such Tax Contest); provided, that (i) Seller shall keep Parent fully informed regarding the progress and substantive aspects of any such Tax Contest and shall promptly respond to any reasonable inquiry by Parent with respect thereto, (ii) Parent shall be entitled to participate (at its own expense) in any such Tax Contest and (Eiii) Transferor Seller shall not compromise or settle or otherwise resolve any such Tax Contest without the permission of HSE (obtaining Parent’s prior written consent, which will consent shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Contest that relates solely to a taxable period that ends on or before the Closing Date, Parent shall be entitled to control such Tax Contest at Seller’s expense. With respect to any Tax Contest that does not relate solely to a taxable period that ends on or conditioned). (iii) HSE and before the Company Closing Date, Parent shall have the right to control any other the conduct of such Tax Contest; provided, however, that (Ai) HSE Parent shall keep Representative reasonably Seller’s fully informed regarding the status progress and substantive aspects of such Tax Contest and shall promptly respond to any reasonable inquiry by Seller with respect thereto, (ii) Seller shall be entitled (at Seller’s expense) to participate in such Tax Contest and (iii) Parent shall not compromise or settle any issues in such Tax Contest that relates relate to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Pre-Closing Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (obtaining Seller’s prior written consent, which will consent shall not be unreasonably withheld, conditioned or delayed. In the event of any conflict between this Section 6.6(f) and Section 8.2(d), or conditioned)this Section 6.6(f) shall control.

Tax Contests. (ia) If any Governmental Entity Authority issues to any of the Company (A) Acquired Entities a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes examine Tax Returns of any of the Company Acquired Entities for any taxable period ending on or before prior to the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on Straddle Period Returns, the Buyer or before the Closing Date (a “Tax Claim”), HSE Acquired Entities shall notify the Stockholders’ Representative of its receipt of such communication from the Governmental Entity Authority within thirty ten (3010) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by Business Days after receiving such failure or delaynotice. (iib) The Stockholders’ Representative shall control any examination, investigation, audit or other legal proceeding in respect of any Tax Return or Taxes of any of the Company Acquired Entities for any taxable period ending on or prior to the Closing Date (a “Tax Contest”) that relates to a Pre-Closing Tax Period; providedContest”), provided that with respect to any such Tax Contest, (Ai) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Buyer shall have the right to participate in any such Pre-Closing Tax Contest and (Eii) Transferor the Stockholders’ Representative shall not settle or otherwise resolve any Pre-Closing Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other issue raised in such Pre-Closing Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a which Buyer and the Acquired Entities are liable under this Agreement or which would have an adverse effect on the Buyer or the Acquired Entities for taxable periods ending after the Closing Date without the consent of the Buyer or the Acquired Entities (which consent shall not be unreasonably withheld or delayed). The Buyer shall control any examination, investigation, audit or other proceeding in respect of any Straddle Period Returns or Taxes of any of the Acquired Entities for Straddle Tax Periods (a “Straddle Period Tax Contest”), provided that (i) the Stockholders’ Representative shall have the right to participate in any such Straddle Period Tax Contest, and (ii) the Buyer shall not settle or otherwise resolve any Straddle Period Tax Contest (or any issue raised in such Straddle Period Tax Contest) if such settlement or other resolution relates to Taxes for which the Stockholders’ Representative is liable under this Agreement without the permission consent of the Stockholders’ Representative (which will consent shall not be unreasonably withheldwithheld or delayed). (c) If there is an adjustment to any Tax Return for any of the Acquired Entities which creates a deficiency in any Taxes for which the Stockholders are liable under the provisions of Section 10.1 hereof, delayedthe Stockholders’ Representative shall pay, or conditioned)cause to be paid, to Buyer the amount of such deficiency in Taxes. No liability of the Stockholders under this Section 10.6(c) shall be payable until the occurrence of any action by any Governmental Authority that is final or, if not final, is acquiesced in by the Stockholders during the course of the relevant Tax Contest. All payments required to be made by the Stockholders pursuant to this Section 10.6(c) shall be made within ten (10) Business Days of the occurrence of the event described in the immediately preceding sentence.

Tax Contests. (i) If any Governmental Entity issues Buyer shall promptly forward or cause to be promptly forwarded to the Seller Representative all written notifications and other communications from any Tax authority relating to the Blocker or any Company (A) a written notice of its intent to audit or conduct another legal proceeding Entity with respect to Taxes of the Company for any a taxable period ending on or before the Closing Date to the extent that such matter would reasonable be expected to affect the Tax liability of the Sellers (or (Bany of their direct or indirect owners) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Seller Tax ClaimMatter”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) The Seller Representative shall have the right (but not the obligation) to control any audit or other legal proceeding in respect of examination by any Tax Return authority or Taxes of the Company any other judicial or administrative proceeding (a “Tax Contest”) with respect to any Seller Tax Matter (a “Seller Tax Contest”); provided, however, that relates the Seller Representative shall provide to a PreBuyer (at Buyer’s sole cost and expense) reasonable participation rights with respect to so much of any such Seller Tax Contest that would reasonably be expected to materially affect the Tax liability of Buyer, Blocker or any of the Company Entities for any Straddle or Post-Closing Tax Period; provided, which, for the avoidance of doubt, shall include any imputed underpayment payable by any Company Entity pursuant to Code Section 6221-6241. The Seller Representative shall not enter into any settlement of, or otherwise compromise, any such Seller Tax Contest that could adversely affect the liability of Buyer, Blocker or any of the Company Entities for any Taxes as to which the Sellers would not be liable hereunder without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed. (iii) If, after receiving written notice of a Seller Tax Contest, the Seller Representative does not exercise its control rights pursuant to Section 7.09(k)(ii) with respect to any such Seller Tax Contest, (A) Representative Buyer shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status conduct of such Tax Contest, . (Div) HSE, at the sole cost and expense of HSE, Buyer shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve control any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other than a Seller Tax Contest; provided, however, that Buyer shall provide the Seller Representative (Aat the Seller Representative’s sole cost and expense) HSE shall keep Representative reasonably informed regarding the status reasonable participation rights with respect to so much of any such Tax Contest that relates would reasonably be expected to a Straddle Period, (B) Transferor, at affect the sole cost and expense Tax liability of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Sellers.

Tax Contests. (ia) If Following the Closing, if Purchaser, any Governmental Entity issues to of its Affiliates or any of the Company (A) a written Transferred Entities receives notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)audit, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit examination, investigation, proceeding, or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) action that relates to a Pre-Closing Tax PeriodPeriod or a Straddle Period of a Transferred Entity or that, if resolved adversely, could reasonably be expected to increase the liability of any member of the Seller Group for Taxes or reduce their entitlement to Tax refunds or Tax credits, in each case, including pursuant to an indemnification obligation or any other matter contemplated by this Agreement (a “Tax Contest”), then Purchaser shall promptly (and in any event within ten (10) days) give written notice to Seller of such Tax Contest; provided, that failure to comply with respect this provision, if Seller is not actually and materially prejudiced thereby, shall not affect Purchaser’s right to indemnification hereunder. Such notice shall specify in reasonable detail the basis for such Tax Contest and, to the extent known, the amount at issue therein and shall include a copy of the relevant portion of any correspondence received relating to such Tax Contest, . (Ab) Representative shall control such In the case of a Tax Contest relating exclusively to Pre-Closing Tax Periods in good faithwhich the relevant Tax has been imposed on Purchaser or any of its Affiliates (including any Transferred Entity), Seller or its designee (Bcollectively, the “Seller Party”) all costs and expenses in connection with such Tax Contest shall be allocated have the right, at its own expense, to Transferor, (C) Representative shall keep HSE reasonably informed regarding control the status conduct of such Tax Contest, (D) HSE, at . The Seller Party shall defend such Tax Contest diligently and in good faith and keep Purchaser reasonably informed of the sole cost and expense status of HSE, developments with respect to such Tax Contest. Purchaser shall have the right to participate in (but not control) such Tax Contest at its own expense, and the Seller Party shall not settle, compromise or concede any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission prior written consent of HSE (Purchaser, which will shall not be unreasonably withheld, delayed, or conditioned). (iiic) HSE and In the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status case of any such Tax Contest that relates relating exclusively to a Straddle PeriodTax periods beginning on or after the Closing Date in which the relevant Tax has been imposed on Purchaser or any of its Affiliates (including any Transferred Entity), (B) Transferor, at the sole cost and expense of Transferor, Purchaser shall have the right to control the conduct of such Tax Contest. Purchaser shall defend such Tax Contest diligently and in good faith and keep the Seller Party reasonably informed of the status of developments with respect to such Tax Contest. The Seller Party shall have the right to reasonably participate in (but not control) such Tax Contest at its own expense, and Purchaser shall not, and shall cause its Affiliates not to, settle, compromise or concede any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (the Seller Party, which will shall not be unreasonably withheld, delayed, or conditioned. (d) In the case of any Tax Contest relating both to Pre-Closing Tax Periods and to Tax periods beginning on or after the Closing Date in which the relevant Tax has been imposed on Purchaser or any of its Affiliates (including any Transferred Entity), the Seller Party shall have the right to control the conduct of such Tax Contest if the number of days in Prior Agreement Tax Periods that are within the scope of such Tax Contest is greater than the number of days that are within the scope of such Tax Contest and are not in Prior Agreement Tax Periods, and otherwise Purchaser shall control the conduct of such Tax Contest. The party controlling the Tax Contest shall defend such Tax Contest diligently and in good faith and keep the other party reasonably informed of the status of developments with respect to such Tax Contest. The non-controlling party shall have the right to participate in (but not control) such Tax Contest at its own expense, and the controlling party shall not, and shall cause its Affiliates not to, settle, compromise or concede any such Tax Contest without the prior written consent of the non-controlling party, which shall not be unreasonably withheld, delayed, or conditioned. (e) Notwithstanding any provision in this Agreement to the contrary, (i) the Seller Party 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 Contest with respect to any Seller Return and (ii) in the event of any conflict between this Section 8.4 and Section 11.5, the provisions of this Section 8.4 shall control.

Tax Contests. (i) If any Governmental Entity Taxing Authority issues to the any Company (Ai) a written notice of its intent to audit or conduct another legal proceeding Action with respect to Taxes of the such Company for any period ending on or before the Pre-Closing Date Period or (Bii) a written notice of deficiency for Taxes for any period ending on Pre-Closing Period, the Buyer or before the Closing Date (a “Tax Claim”), HSE respective Company shall notify Representative the Seller of its receipt of such communication from the Governmental Entity Taxing Authority within thirty fifteen (3015) days of receipt. No failure or delay of HSE the Buyer or the respective Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities Liabilities of Transferor the Seller pursuant to this Agreement unless Transferor except to the extent the Seller is actually prejudiced by such failure or delay, provided, however, that Buyer and the Companies, jointly and severally, shall be responsible for and shall pay any such Taxes in the form of interest and penalties that accrue as a result of any failure or delay of the Buyer or the Companies in the performance of the foregoing. (ii) Representative The Companies shall control any audit or other legal proceeding Action in respect of any Tax Return or Taxes of the Company Companies (a “Tax Contest”) that ); provided, however, if the Tax Contest relates solely to a Pre-Closing Period, the Seller shall have the right to assume control of such Tax Period; provided, that with respect Contest if within thirty (30) days of receiving notice of the Tax Contest the Seller notifies the Buyer of its intent to any take control of such Tax Contest. (iii) If the Seller does not control a Tax Contest for a Pre-Closing Period, (Ai) Representative the Seller shall control have the right, at the sole cost and expense of the Seller, to participate in such Tax Contest; and (ii) the Buyer shall not allow the Companies to settle, resolve or abandon such Tax Contest if it would result in the Seller paying any Indemnified Taxes hereunder without the prior written permission of the Seller (which shall not be unreasonably withheld, delayed or conditioned). (iv) If the Seller controls a Tax Contest for a Pre-Closing Period, (i) the Seller shall control the audit or Action in good faith, ; (Bii) the Seller shall bear all costs and expenses of the Seller and the Companies in connection with such Tax Contest shall be allocated to Transferor, Contest; and (Ciii) Representative the Seller shall keep HSE the Buyer reasonably informed regarding the status of such Tax Contest. (v) Notwithstanding anything to the contrary in this Agreement, (D) HSE, at the sole cost and expense of HSE, Seller shall have the sole right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve control the conduct of any Tax Contest without audit, examination, inquiry or assessment relating to income Taxes of the permission of HSE (which will not be unreasonably withheld, delayed, Seller or conditioned)its Affiliates. (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues to the Purchaser or an Acquired Company (A) a written receives notice of its intent to audit any audit, examination or conduct another legal other Tax proceeding with respect to Taxes of the from a tax authority involving an Acquired Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax ClaimProceeding”)) for any Pre-Closing Tax Period for a Tax for which the Seller is liable, HSE Purchaser shall promptly notify Representative of its receipt Seller in writing of such communication from fact; provided that any failure to give such notice will not waive any rights of the Governmental Entity indemnified party except to the extent the rights or obligations of the Seller is actually prejudiced. (b) The Seller shall have the right to defend the Acquired Company in any Tax Proceeding (including the right to extend or waive any statute of limitations applicable to Taxes for which the Seller is liable) that could materially affect the liability of the Seller (or refunds to which the Seller would be entitled) hereunder at the expense of the Seller if (i) the Seller notifies Purchaser in writing within thirty (30) days after Purchaser has given notice of receipt. No failure or delay of HSE in such Tax Proceeding, (ii) if Seller requested the performance Company to pay a Tax claimed and xxx for a refund, Seller shall have advanced to the Company, on an interest free basis, the full amount the indemnified party is required to pay, and (iii) the Seller conducts the defense of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delayTax Proceeding in a commercially reasonable manner. (iic) Representative The Seller shall control any audit or other legal proceeding in respect of any be entitled to prosecute such Tax Return or Taxes of the Company (a “Tax Contest”) that relates Proceeding to a Pre-Closing Tax Period; provideddetermination in a court of initial jurisdiction, that with respect and if the Seller shall reasonably request, to any such Tax Contest, a determination in an appellate court. (Ad) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor Seller shall not be entitled to settle or otherwise resolve to contest any Tax Contest without the permission of HSE (which will claim relating to Taxes unless Purchaser has consented to such settlement, such consent not to be unreasonably withheld, conditioned or delayed, or conditioned). (e) If, after actual receipt by an Acquired Company or its Affiliates of an amount advanced by Seller pursuant to Section 7.04(b) above, such amount is refunded or credited to the Acquired Company or its Affiliates following judgment or decree of a court that has become final or a binding settlement with an administrative agency having jurisdiction thereof that has become final, the Acquired Company shall promptly pay to Seller any such refund or credit, net of the net Income Tax cost (if any) to the Acquired Company and its Affiliates of (i) the advance of such amount by Seller, (ii) the refund of such amount to Purchaser or its Affiliates and (iii) HSE and the Company payment thereof to Seller. (f) The provisions of this Section 7.04, rather than the provisions of Section 10.04, shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding govern the status conduct of any such and all Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Proceedings.

Tax Contests. (i) If any Governmental Entity Authority issues to the Company PubCo or any AST Party (Aa) a written notice of its intent to audit or conduct another legal other similar proceeding with respect that could give rise to Taxes of the Company for any period ending on or before the Closing Date Indemnified Taxes, or (Bb) a written notice of deficiency for that includes any Indemnified Taxes for (any period ending on or before of the Closing Date (foregoing, a “Tax ClaimContest”), HSE PubCo or the AST Party, as applicable, shall notify Representative Rakuten Japan in writing of its receipt of such communication from the Governmental Entity as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit notice or other legal proceeding in documents received from the Governmental Authority with respect of any Tax Return or Taxes of the Company (a “to such Tax Contest”) that relates . If any Governmental Authority issues a communication to a Pre-Closing Tax Period; provided, that Rakuten Japan with respect to any Tax Contest, Rakuten Japan shall notify PubCo or the AST Party, as applicable, in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received from the Governmental Authority with respect to such Tax Contest. Rakuten Japan (or any Person or Persons it designates), (A) Representative at its expense, shall control such the portion of any Tax Contest in good faiththat relates to Indemnified Taxes; provided, however, that Rakuten Japan shall (Bi) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE PubCo or the AST Party reasonably informed regarding apprised of the status of such portion of such Tax Contest, (Dii) HSE, at provide PubCo or the sole cost and expense AST Party with copies of HSE, shall have all material correspondence received from the right to participate applicable Governmental Authority in any connection with such portion of such Tax Contest Contest, and (Eiii) Transferor shall not settle settle, compromise or otherwise resolve any abandon such portion of such Tax Contest without the permission prior written consent of HSE PubCo or the AST Party (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE . PubCo and the Company AST Parties shall control take any other Tax Contest; provided, however, that actions (Aincluding granting Rakuten Japan or its designee any necessary power of attorney) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates necessary to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the allow Rakuten Japan to exercise its right to participate in any control such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve portion of any Tax Contest if such settlement pursuant to this Section 4.2. For the avoidance of doubt, this Section 4.2 shall not apply to any Tax Contest of or other resolution relates with respect to Taxes for a Straddle Period without any Affiliated Group which includes PubCo, which shall be subject to the permission sole control of Representative (which will not be unreasonably withheld, delayed, or conditioned)PubCo.

Tax Contests. (i) If any Governmental Entity issues If, subsequent to the Closing, Buyer, the Company (A) a written or Excell USA receives notice of its intent to audit or conduct another legal proceeding with respect a Tax Contest relating to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) Excell USA that relates relate to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status then within five days after receipt of such Tax Contestnotice, (D) HSE, at Buyer shall notify the sole cost and expense Sellers’ Representative of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestnotice; provided, however, that any failure on the part of Buyer to so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers under Article VII (A) HSE except to the extent such failure prejudices the defense of such Tax Contest). Sellers’ Representative shall have the right, but not the obligation, to control the conduct and resolution of any Tax Contest that relates to any taxable period that ends on or before the Closing Date, including any settlement or compromise thereof; provided, that if the Sellers’ Representative exercises its right to control the Tax Contest Sellers’ Representative shall keep Representative the Buyer reasonably informed regarding of all material developments on a timely basis and provided further that the status Buyer will be entitled to participate in the defense of such claim if and only to the extent that the resolution of the Tax Contest would reasonably be expect to adversely impact the Taxes or Tax Returns of the Company or Excell USA for a Tax period beginning on or after the Closing Date, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. If and only to the extent that a settlement of a Tax Contest controlled by Sellers’ Representative would reasonably be expected to subject the Buyer, the Company or Excell USA to a non-indemnified Tax, Sellers’ Representative shall not settle such Tax Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the right and obligation to control the conduct and resolution of any such Tax Contest that relates to a Straddle PeriodPeriod or that is not controlled by the Sellers’ Representative, (B) Transferorincluding any settlement or compromise thereof; provided, at that Buyer shall keep the sole cost and expense Sellers’ Representative reasonably informed of Transferor, shall have all material developments on a timely basis provided further that the right Sellers’ Representative will be entitled to participate in any the defense of such Tax Contest and to employ counsel of its choice for such purpose, the extent it relates to a Straddle Period fees and (C) HSE shall not allow expenses of which separate counsel will be borne by Sellers. Neither Buyer, the Company to nor Excell USA shall settle or otherwise resolve any a Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period that Buyer controls without the permission prior written consent of the Sellers’ Representative (which will consent shall not be unreasonably withheld, delayedconditioned or delayed if such settlement would impact the Sellers). To the extent any provisions in Section 7.6 are inconsistent with this Section 6.8(c) with respect to any Third-Party Claim that relates to Taxes, or conditioned)this Section 6.8(c) shall control.

Tax Contests. (i) If any Governmental Entity Authority issues to the Company (A) Wxxxx Canada a written notice of its intent to audit or conduct another legal proceeding Tax Claim with respect to Taxes of the Company Wxxxx Canada for any Tax period ending on or before prior to the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before Date, the Closing Date (a “Tax Claim”), HSE Canadian Purchaser shall notify Representative Katy of its receipt of such communication from the Governmental Entity Authority within thirty (30) days Business Days after receiving such notice of receiptTax Claim. No failure or delay of HSE Canadian Purchaser or Wxxxx Canada in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Katy pursuant to this Agreement unless Transferor is prejudiced by Agreement, except to the extent that such failure or delay. (ii) Representative delay shall preclude Katy from defending against any liability or claim for Taxes that Katy is obligated to pay hereunder. Katy shall control any audit examination, investigation, audit, or other legal proceeding ("Tax Contest") in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestClaim; provided, however: (a) Katy first acknowledges in writing that: (i) to the extent the Tax Claim includes an assertion that an amount is or may be owing with respect to Taxes, that Katy is obligated to indemnify the Canadian Purchaser for such Taxes; and (Aii) HSE to the extent the Tax Claim does not include an assertion that an amount is or may be owing with respect to Taxes, Katy is liable to indemnify the Canadian Purchaser for Taxes for the Tax periods subject to the Tax Claim; (b) Katy shall keep Representative reasonably informed regarding the status not have control of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it that such Tax Contest relates to or affects a Straddle Period Tax period ending after the Closing Date; (c) Katy shall not have control of the portion of an Tax Contest that affects Tax periods on or before the Closing Date where such Tax Contest also affects or may affect Tax periods ending following the Closing Date and the Canadian Purchaser determines, acting reasonably, that it is impractical for Katy to control a portion of such Tax Contest or that such control by Katy will or may adversely affect the Canadian Purchaser’s ability to effectively control, settle or resolve the portion of the Tax Contest affecting Tax periods ending after the Closing Date; and (Cd) HSE Katy shall not (and shall not allow the Company Wxxxx Canada), to settle a Tax Claim or otherwise resolve Tax Contest without the prior written consent of the Canadian Purchaser if such compromise and settlement may have an impact upon Taxes of Wxxxx Canada for any period ending after the Closing Date or would result in a Tax liability to Wxxxx Canada or its Affiliates or an adverse effect of their tax attributes for which Katy has not undertaken to indemnify the Canadian Purchaser. Katy shall provide Canadian Purchaser will copies of all written communications relating to any Tax Contest if controlled by Katy and shall on a regular and timely basis advise Canadian Purchaser of the status of and any material developments relating to such settlement Tax Contest. Canadian Purchaser shall be entitled to appoint counsel to monitor any Tax Contest controlled by Katy at its own expense, and shall be entitled to attend or other resolution relates have counsel attend any meetings, whether in person or otherwise, between Katy and the Tax Authority conducting such Tax Contest, shall be entitled to Taxes for a Straddle Period without be advised of the permission contents of Representative (which will any such meeting not attended by Canadian Purchaser or its counsel and shall be unreasonably withheld, delayed, or conditioned)entitled to receive copies of any submissions proposed to be made to any Tax Authority and to have reasonable time to comment upon such submissions.

Tax Contests. (a) After the Closing, Purchaser shall reasonably promptly after becoming aware notify Seller in writing of the commencement of any Tax audit or administrative or judicial proceeding and shall also separately notify Seller in writing of any demand or claim on Purchaser or the Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by Seller under this Article VIII. Such notice shall contain factual information (to the extent known to Purchaser or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Purchaser fails to give Seller reasonably prompt notice of an asserted Tax liability as required by this Section 8.04, then (i) if Seller is precluded by the failure to give reasonably prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss or damage arising out of such asserted Tax liability, and (ii) if Seller is not so precluded from contesting but such failure to give reasonably prompt notice results in an actual detriment to Seller, then any amount which Seller is otherwise required to pay Purchaser pursuant to this Article VIII with respect to such liability shall be reduced by the amount of such detriment. (b) Seller, promptly after receiving notice, may elect to direct, through counsel of its own choosing 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 against Seller under this Article VIII (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, Purchaser shall cooperate in all reasonable respects and shall cause the Company or its successor to cooperate in all reasonable respects, at Seller's expense, in each phase of such Contest. If Seller does not either reasonably promptly give notice to direct the Contest or commence the direction of the Contest or if it contests its obligation to indemnify under Section 8.01, Purchaser or the Company may pay, compromise or contest, at its own expense, such asserted liability without waiving any Governmental Entity issues of its rights to indemnification hereunder. However, in such case, neither Purchaser nor the Company may settle or compromise any asserted liability over the objection of Seller; provided, however, that Seller's consent to settlement or compromise shall not be unreasonably withheld or delayed. In any event, each of the Purchaser (or the Company) and Seller may participate, at its own expense, in the Contest. If Seller chooses to direct the Contest, Purchaser shall promptly empower and shall cause the Company or its successor promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as Seller may designate to represent Purchaser or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which Seller would be liable under this Article VIII, provided that Seller shall not, without Purchaser's consent, which shall not be unreasonably withheld or delayed, (x) agree to any settlement with respect to any Tax if such settlement would likely materially adversely affect the future Tax liability of Purchaser or the Company for any periods ending after the Closing Date other than through the use of losses or credits arising in periods or portions thereof ending on or prior to the Company Closing Date or (Ay) agree to any settlement of such claim or cease to defend against such claim if, pursuant to or as a written notice result of its intent such settlement or cessation, injunctive or other equitable relief would be imposed against Purchaser or the Company. If, with respect to audit any proposed settlement referred to in clause (x) of the previous sentence, Seller proposes in good faith to settle a claim, suit, action or conduct another legal proceeding with respect to Taxes any Tax, which settlement offer is accepted by the relevant taxing authority, Purchaser may elect to continue to contest such claim, suit, action or proceeding; provided that notwithstanding how such matter is ultimately settled or decided, the liability of Seller (including tax, penalty, interest and legal fees and other expenses) with respect to such claim, suit, action or proceeding shall be no greater than the amount which would have been payable if Purchaser had consented to the settlement proposed by Seller. (c) Purchaser shall have the sole obligation and right to direct, at its own expense, a Contest regarding any Tax Return relating to the Company for any taxable period commencing after the Closing Date; provided, however, that Purchaser shall advise and consult with Seller regarding the status of any such Contest that involves the Company and provided further that, without the prior written consent of Seller (which shall not be unreasonably withheld or delayed), and except as provided in Section 8.04(b), Purchaser shall not (i) make any election, change any annual accounting period or adopt or change any accounting method if any such election, adoption or change would have the effect of increasing the tax liability of Seller in any tax period or portion thereof ending on or before the Closing Date Date, or (Bii) file any amended return, enter into any closing agreement, settle any tax claim or assessment relating to the Company, surrender any right to claim a written notice refund of deficiency for Taxes for Taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to the Company or take any action, if any such amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the tax liability of Seller in any tax period or portion thereof ending on or before the Closing Date (a “Tax Claim”)Date, HSE shall notify Representative except to the extent Seller is to be fully paid or reimbursed for, or indemnified by Purchaser against, any such increase under Sections 8.05 or 11.02 of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure this Agreement, or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delayotherwise. (iid) Representative shall control any audit or other legal proceeding in respect Regardless of whether a Contest is commenced, if Seller becomes aware of the commencement of any Tax Return audit or Taxes of administrative or judicial proceeding which could result in any liability for which Seller has agreed to indemnify Purchaser or the Company pursuant to the provisions of Section 8.01(a), Seller shall reasonably promptly so inform Purchaser in writing (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall if it has not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditionedpreviously done so). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues to The Ashford Select Entities shall inform the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Seller of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any Ashford Select Entity may be entitled to indemnity from Seller hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which Seller acknowledges in writing that Seller is liable under Article VII for any and all Losses relating thereto, Seller shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE Seller shall keep Representative reasonably informed regarding promptly notify the status Ashford Select Entities in writing of any intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any of the Purchased Entity or Subsidiary Entities for a Tax period that includes but does not end on the Closing Date, the Seller and Ashford Select Entity shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on any Ashford Select Entity, (B) Transferorany of the Purchased Entity, at the sole cost and expense Subsidiary Entities or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not be settled or resolved without the relevant Ashford Select Entity consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Seller of the commencement of any Tax Contest and Seller does not, within ten (10) Business Days after notice is given by an Ashford Select Entity, give notice to such Ashford Select Entity of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Seller), Seller shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Ashford Select Entity. The failure of an Ashford Select Entity to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect Seller’s obligation with respect thereto except to the extent it relates that Seller can demonstrate actual loss and prejudice as a result of such failure. The Ashford Select Entities and the Purchased Entity and Subsidiary Entities shall use their reasonable efforts to provide Seller with such assistance as may be reasonably requested by Seller in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)jointly by Seller.

Tax Contests. (i) If any Governmental Entity issues If, subsequent to the Closing, Buyer or the Company (A) a written receives notice of its intent to audit or conduct another legal proceeding with respect a Tax Contest relating to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status then within five days after receipt of such Tax Contestnotice, (D) HSE, at Buyer shall notify the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE Seller and the Company shall control any other Tax ContestShareholder of such notice; provided, however, that any failure on the part of Buyer to so notify the Seller and/or the Shareholder shall not limit any of the obligations of the Seller or the Shareholder under Article VII (A) HSE except to the extent such failure prejudices the defense of such Tax Contest). Seller shall have the right, but not the obligation, to control the conduct and resolution of any Tax Contest that relates to any taxable period that ends on or before the Closing Date, including any settlement or compromise thereof; provided, that if the Seller and the Shareholder exercise their right to control the Tax Contest Seller and the Shareholder shall keep Representative the Buyer reasonably informed regarding of all material developments on a timely basis and provided further that the status Buyer will be entitled to participate in the defense of such claim if and only to the extent that the resolution of the Tax Contest would reasonably be expect to adversely impact the Taxes or Tax Returns of the Company for a Tax period beginning on or after the Closing Date, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. If and only to the extent that a settlement of a Tax Contest controlled by Seller would reasonably be expected to subject the Buyer or the Company to a non-indemnified Tax, neither Seller nor the Shareholder shall settle such Tax Contest without the prior written consent of the Buyer (which consent not be unreasonably withheld, conditioned or delayed). Buyer shall have the right and obligation to control the conduct and resolution of any such Tax Contest that relates to a Straddle PeriodPeriod or that is not controlled by the Seller, (B) Transferorincluding any settlement or compromise thereof; provided, at that Buyer shall keep the sole cost Seller and expense the Shareholder reasonably informed of Transferor, shall have all material developments on a timely basis provided further that the right Seller and the Shareholder will be entitled to participate in any the defense of such Tax Contest and to employ counsel of its choice for such purpose, the extent it relates to a Straddle Period fees and (C) HSE shall not allow expenses of which separate counsel will be borne solely by Seller or the Shareholder, as applicable. Neither Buyer nor the Company to shall settle or otherwise resolve any a Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period that Buyer controls without the permission prior written consent of Representative the Seller and the Shareholder (which will consent not to be unreasonably withheld, delayedconditioned or delayed if such settlement would impact the Seller or the Shareholder). To the extent any provisions in Section 7.6 are inconsistent with this Section 6.4(c) with respect to any Third-Party Claim that relates to Taxes, or conditioned)this Section 6.4(c) shall control.

Tax Contests. (i) If any Governmental Entity issues Buyer shall notify Seller within ten (10) business days of a Tax Proceeding for a Pre-Closing Tax Period with respect to a Transferred Company, provided that the failure to so notify Seller shall not affect Seller’s indemnification obligation under Section 7.08(c) except to the Company extent of any material prejudice actually incurred by Seller. (ii) With respect to any Tax Proceeding relating to (A) a written notice of its intent to audit or conduct another legal proceeding Pre-Closing Tax Period with respect to a Transferred Company, the Transferred Assets or the Business (other than a Straddle Period or a Tax Proceeding with respect to any Transfer Taxes of the Company or VAT, but including any Tax Proceeding with respect to any VAT for any period ending on or before the Closing Date which Seller is responsible pursuant to Section 2.06(e)) or (B) a written notice consolidated Tax Return of deficiency for Taxes for which Seller or any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from subsidiaries (other than a Transferred Company) is the Governmental Entity within thirty common parent, Seller may choose in its sole discretion (30at its expense) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any all Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) Proceedings and may make all costs and expenses decisions taken in connection with such Tax Contest shall be allocated Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and xxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to Transferorthe extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Buyer or any of its Affiliates (including the Transferred Companies) after the Closing Date, (Cx) Representative Seller shall keep HSE provide Buyer with a timely and reasonably informed regarding the status detailed account of each phase of such Tax ContestProceeding and shall consult with Buyer before taking any significant action in connection with such Tax Proceeding and (y) Seller shall not settle, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in compromise or abandon any such Tax Contest and (E) Transferor Proceeding without obtaining the prior written consent of Buyer, which consent shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control With respect to any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates Proceeding relating to a Straddle Period with respect to a Transferred Company, the Transferred Assets or the Business, Buyer may choose in its sole discretion (at its expense) to control all Tax Proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and xxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Seller or any of its Affiliates with respect to the Pre-Closing Tax Period resulting in an increase of Seller’s liability for Taxes pursuant to this Agreement, (x) Buyer shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding and shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (Cy) HSE Buyer shall not allow settle, compromise or abandon any such Tax Proceeding without obtaining the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (Seller, which will consent shall not be unreasonably withheld. (iv) Except as otherwise provided in Section 7.08(d)(ii) and Section 7.08(d)(iii), delayedBuyer shall exclusively control all Tax Proceedings with respect to the Transferred Companies or otherwise relating to the Transferred Assets or the Business. Notwithstanding anything in Section 7.08(d)(ii) to the contrary, Buyer shall have the exclusive right to control any Tax Proceeding described in Section 7.08(d)(i) if Seller fails to, or conditionednotifies Buyer in writing that Seller elects not to, defend such Tax Proceeding. (v) Buyer, the Transferred Companies and each of their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, shall cooperate in contesting any Tax Proceeding, which cooperation shall include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding. Buyer and Seller shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.08(d).

Tax Contests. (ia) If any Governmental Entity issues Seller and Purchaser shall provide prompt notice to the Company (A) a written notice other of its intent any pending or threatened Contest of which it becomes aware related to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any taxable period ending on or before for which it is indemnified by the Closing Date other Party hereunder. Such notice shall contain factual information (a “to the extent known) describing any asserted Tax Claim”), HSE liability in reasonable detail and shall notify Representative be accompanied by copies of its receipt of such communication any notice and other documents it has received from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding Taxing Authority in respect of any such matters. If a Party hereto has knowledge of an asserted Tax Return or Taxes liability with respect to a matter for which it is to be indemnified under Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, then (i) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the Company failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in any forum, but such failure to give prompt notice results in a “monetary detriment to the indemnifying Party, then any amount that the indemnifying Party is otherwise required to pay the indemnified Party pursuant to Section 7.6 hereof shall be reduced by the amount of such detriment. (b) Seller or its designee shall have the right to represent a Conveyed Company’s interests in any Contest relating to a Tax Contest”) that relates matter arising with respect to a Pre-Closing Tax Period; provided, that with respect Period to any the extent such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses is in connection with such Tax Contest shall any Taxes for which Seller may be allocated liable pursuant to TransferorSection 7.1 hereof, (C) Representative shall keep HSE reasonably informed regarding to employ counsel of its choice at its expense and to control the status conduct of such Tax Contest, including settlement or other disposition thereof. (Dc) HSE, at the sole cost and expense of HSE, Purchaser shall have the right to participate control the conduct of any Contest relating to a Tax matter of a Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of a Conveyed Company pursuant to Section 7.5(b); provided, however, that Seller shall have the right, at Seller’s own expense, to consult with Purchaser regarding any such Tax Contest that may affect a Conveyed Company for any Pre-Closing Period or for any portion of a Straddle Period ending on the Closing Date; and (E) Transferor shall not settle provided, further, that any settlement or otherwise resolve other disposition of any Tax such Contest without that may affect a Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period ending on the permission Closing Date may only be made with the consent of HSE (Seller, which consent will not be unreasonably withheld, delayed, delayed or conditioned). (iii) HSE and . In the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status case of any such Tax a Contest that relates with respect to a Straddle Period, to the extent that Seller unreasonably withholds, delays or conditions consent, Purchaser’s obligation under Section 7.6(c) of this Agreement to indemnify Seller for any Tax with respect to such period shall terminate and Seller shall reimburse Purchaser for the reasonably incurred costs of the Contest. It is understood by the Parties that any disputes arising under this Section 7.5(c), including, but not limited to, disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article VII that require the agreement of the Parties within the meaning of Section 7.10 of this Agreement and, therefore, shall be resolved in accordance with Section 7.10 of this Agreement. (Bd) TransferorSeller and Purchaser agree, in each case at no cost to the other Party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. (e) Where there is a dispute with a Taxing Authority regarding liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or shall cause the appropriate Conveyed Company to, as the case may be, at the sole cost and expense request of Transferorthe Seller, shall have pay the right to participate in any such amount of the disputed Tax Contest to the extent it relates Taxing Authority, and Purchaser or the Conveyed Company shall be reimbursed by Seller in a manner to a Straddle Period and (C) HSE shall not allow be agreed upon by the Company to settle or otherwise resolve any Tax Contest if Parties at such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)time as Seller makes such request.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a Upon receipt by Buyer, the Company or any of their respective Affiliates of any written notice of its intent any Section 7.4(d) Tax Contest, Buyer shall promptly (and in any event within fifteen (15) days) notify Seller in writing of such Tax Contest. Any failure of Buyer to audit or conduct another legal proceeding timely notify Seller of any Tax Contest shall not relieve Seller and Parent of any liability with respect to Taxes of such Tax Contest except to the Company for any period ending on extent Seller or before the Closing Date or Parent was actually prejudiced as a result thereof. (B) a Upon the receipt by Seller of any written notice of deficiency for Taxes any Section 7.4(d) Tax Contest, Seller shall promptly (and in any event within fifteen (15) days) notify Buyer in writing of such Tax Contest; provided, however, that Seller shall have no such obligation if Buyer, the Company or any of their respective Affiliates has also received notice of such Tax Contest. Seller shall have no liability for any period ending on or before failure by Seller to timely notify Buyer of any Section 7.4(d) Tax Contest except to the Closing Date (extent Buyer was actually prejudiced as a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delayresult thereof. (ii) Representative shall Seller shall, through its representatives and at its own expense, have control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “conduct of all Section 7.4(d) Tax Contest”) that relates Contests with respect to a Pre-Closing Tax Period; providedPeriods, that with respect to including any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle settlement or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestcompromise thereof; provided, however, that (A) HSE Seller shall keep Representative the Buyer reasonably informed regarding of the status progress of any such Tax Contest, (B) Seller shall (x) deliver copies of any material written materials to be submitted to any Tax Authority relating to such Tax Contests to Buyer for its review sufficiently in advance of the submission so as to give Buyer a reasonable period of time to review and (y) consider in good faith any reasonable comments that are timely made by Buyer prior to the submission of such written materials to such Tax Authority, (C) Buyer shall be entitled to attend any meetings or conferences with any Tax Authority relating to such Tax Contests at which Seller or any of its representatives are present; and (D) Seller shall not affect any such settlement or compromise with respect to any such Tax Matters without obtaining Buyer’s prior written consent (which shall not be unreasonably withheld or delayed). (iii) The Parties shall jointly control any Section 7.4(d) Tax Contests not described in clause (ii) above (including any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned). (iv) In the event of any conflict or overlap between the provisions of this Section 7.4(d) (Tax Contests) and Section 8.4 (Procedure for Third Party Claims), the provisions of this Section 7.4(d) shall control.

Tax Contests. (ia) If Taxable Period Terminating Prior to Closing Date. Seller shall retain the right, at its sole cost and expense, to commence, continue and settle any Governmental Entity issues proceeding to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for contest any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any taxable period ending on or before which terminates prior to the Closing Date (Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, Seller shall indemnify and hold Purchaser harmless from and against any Indemnification Loss incurred by Purchaser as a “Tax Claim”result of Seller exercising its rights to so contest any Taxes under this Section 31(a), HSE . This Section 31(a) shall notify Representative of its receipt of such communication from survive the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delayClosing. (iib) Representative Taxable Period Including the Closing Date. Purchaser shall control have the right to commence, continue and settle any audit or other legal proceeding to contest any Taxes for any taxable period which includes the Closing Date. Notwithstanding the foregoing, Purchaser may request Seller to commence, continue and settle any proceedings to contest any Taxes for any such taxable period. If Seller desires to contest such Taxes, Seller shall provide written notice to Purchaser within ten (10) days after receipt of Purchaser’s request confirming that Seller will contest such Taxes, in respect of any Tax Return or which case Seller shall proceed to contest such Taxes, and Purchaser shall not have the right to contest such Taxes. If Seller fails to provide such written notice confirming that Seller will contest such Taxes of the Company within such ten (a “Tax Contest”10) that relates day period, Purchaser may proceed to a Pre-Closing Tax Period; providedcontest such Taxes, that and Seller shall reasonably cooperate with respect to any such Tax Contest, (A) Representative contest made by Purchaser. Any refunds or abatements awarded in such proceedings shall control be used first to reimburse the party contesting such Tax Contest in good faith, (B) all Taxes for the reasonable costs and expenses incurred by such party in connection with contesting such Tax Contest Taxes, and the remainder of such refunds or abatements shall be allocated to Transferorprorated between Seller and Purchaser as of the Closing Date, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company party receiving such refunds or abatements promptly shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any pay such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest prorated amount due to the extent it relates to a Straddle Period and (Cother party. This Section 31(b) HSE shall not allow survive the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Closing.

Tax Contests. (i) If any Governmental Entity issues to the any Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the such Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Transferors pursuant to this Agreement unless any Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the any Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, Contest (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferoramong the Transferors in Representative’s discretion, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor Transferors shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the each Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) any Transferor, at the sole cost and expense of such Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the any Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity issues to Buyer shall promptly notify Seller in writing upon receipt by the Company (A) Affiniti Companies of a written notice of its intent to audit any pending or conduct another legal proceeding with respect to Taxes of the Company threatened Tax audits or assessments for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor which Seller may have Liability pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestAgreement; provided, however, that no delay on the part of Buyer in notifying Seller shall relieve Buyer from any obligation hereunder unless (Aand then solely to the extent) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Seller is thereby materially prejudiced. Seller shall have the right to participate in control the conduct of any audit or assessment of Tax of the Affiniti Companies for a period that ends prior to the Closing Date and for any audit or assessment of withholding Tax on the transfer of the Affiniti Shares (each such claim, a “Seller’s Tax Contest Claim”) so long as (i) Seller notifies Buyer in writing within 15 days after Buyer notifies Seller of such Seller’s Tax Contest Claim that Seller will indemnify Buyer in connection with such Seller’s Tax Contest Claim, (ii) Seller conducts the defense of the Seller’s Tax Contest Claim actively and diligently, (iii) Seller pays the fees and disbursements incurred in connection with the Seller’s Tax Contest Claim and (iv) Seller keeps Buyer informed regarding the progress and substantive aspects of the Seller’s Tax Contest Claim. Seller shall not compromise or settle any Seller’s Tax Contest Claim, without obtaining Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Buyer shall have the right to control the extent it relates conduct of any audit or assessment of Tax of the Affiniti Companies for any Straddle Period, provided if Seller could have any Liability pursuant to this Agreement for Taxes owed with respect to a Straddle Period and Tax claim (C) HSE shall not allow the Company to settle or otherwise resolve any such claim, a “Straddle Period Tax Contest if Claim”) Buyer and Seller shall jointly engage the Accounting Firm or such settlement other internationally recognized Tax counsel or other resolution relates accounting firm as Buyer and Seller mutually agree to Taxes for a conduct the defense of such Straddle Period Tax Contest Claim taking into account the interests of Buyer and Seller. Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without obtaining written consent of the permission of Representative (which will other party hereto, provided that such consent shall not be unreasonably withheld, delayedconditioned, or conditioneddelayed. Except as otherwise provided herein, Buyer shall control all other audit, examinations or administrative proceedings in respect of Taxes of the Affiniti Companies. If there shall be any conflicts between the provisions of this Section 9.8(c) and Section 9.4(d), the provisions of this Section 9.8(c) shall control with respect to Tax contest claims.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) The Buyer shall deliver a written notice to the Seller Representative in writing within 10 (ten) Business Days after the receiving of its intent to audit any demand, claim, or conduct another legal proceeding notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Taxes of any Opto-tech Entity for which the Company Sellers may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any period ending on (the “Tax Claim Notice”)., That the failure or before delay to so notify the Seller Representative shall relieve the Sellers of any obligation or liability that the Sellers may have to the Buyer. (ii) With respect to Tax Contests for Taxes of any Opto-tech Entity for a Pre-Closing Date or Tax Period (B) other than a Straddle Period), the Seller Representative may elect to assume and control the defense of such Tax Contest by written notice of deficiency for Taxes for any period ending on or before to the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity Buyer within thirty (30) days of receipt. No failure or delay of HSE in after delivery by the performance Buyer to the Seller Representative of the foregoing shall reduce or otherwise affect Tax Claim Notice. If the obligations or liabilities of Transferor pursuant Seller Representative elects to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall assume and control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status defense of such Tax Contest, the Seller Representative (Di) HSEshall bear its own costs and expenses, at (ii) shall be entitled to engage its own counsel and (iii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (B) either pay the sole cost Tax claimed or sue for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Seller Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Buyer or any of its Affiliates (including any Opto-tech Entity) for any Tax period ending after the Closing Date. If the Seller Representative elects to assume the defense of any Tax Contest, the Seller Representative shall (x) keep the Buyer reasonably informed of all material developments and expense events relating to such Tax Contest (including promptly forwarding copies to the Buyer of HSEany related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller Representative sends such correspondence to any Taxing Authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Governmental Authorities regarding such Tax Contests). (iii) In connection with any Tax Contest that relates to Taxes of any Opto-tech Entity for a Pre-Closing Tax Period that (i) the Seller Representative does not timely elect to control pursuant to Section 5.3(f)(ii) or (ii) the Seller Representative fails to diligently defend, such Tax Contest shall be controlled by the Buyer (and the Seller Representative shall reimburse the Buyer for all reasonable costs and expenses incurred by the Buyer relating to a Tax Contest described in this Section 5.3(f)(iii)) and the Seller Representative agrees to cooperate with the Buyer in pursuing such Tax Contest. (iv) In connection with any Tax Contest for Taxes of any Opto-tech Entity for any Straddle Period, such Tax Contest shall be controlled by the Buyer; provided, that the Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller Representative, such consent not to be unreasonable withheld, conditioned or delayed. The Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller Representative of any related correspondence and shall provide the Seller Representative with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller Representative in connection with the defense or prosecution of any such Tax Contest and (Ez) Transferor provide such cooperation and information as the Seller Representative shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheldreasonably request, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferorand, at its own costs and expenses, the sole cost and expense of Transferor, Seller Representative shall have the right to participate in any (but not control) the defense of such Tax Contest to (including participating in any discussions with the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any applicable Governmental Authorities regarding such Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditionedContests).

Tax Contests. (ia) If Buyer shall promptly notify Seller upon receipt by Buyer or any Governmental Entity issues of its Affiliates (including the Transferred Entities after the Closing) of any notice of any pending or threatened Tax Contest relating to the Company Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests or the Transferred Entities (Aan “Applicable Tax Contest”) that could give rise to a written notice liability for which Seller is responsible under section 9.1(a) of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)this Agreement; provided, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No however, that no failure or delay by Buyer to provide notice of HSE in the performance of the foregoing an Applicable Tax Contest shall reduce or otherwise affect the indemnification obligations of Seller hereunder except to the extent Seller is materially prejudiced thereby. Seller shall promptly notify Buyer upon receipt by Seller or liabilities any of Transferor pursuant its Affiliates of any notice of any pending or threatened Applicable Tax Contest that could give rise to this Agreement unless Transferor is prejudiced by such Taxes of or with respect to the Transferred Entities, the Transferred Assets or the Business; provided, however, that no failure or delaydelay by Seller to provide notice of an Applicable Tax Contest shall reduce or otherwise affect the indemnification obligations of Buyer hereunder except to the extent Buyer is materially prejudiced thereby. (iii) Representative Seller shall have the right to control any audit or other legal proceeding in the conduct and settlement of (A) all Applicable Tax Contests with respect of any Tax Return or to the Transferred Assets that relate exclusively to income Taxes of Seller or its Affiliates (other than the Company Transferred Entities) and (a “B) all Applicable Tax Contest”) that relates Contests with respect to Transferred Assets or of the Transferred Entities, in each case, relating exclusively to a Pre-Closing Tax Period; provided, that Period or with respect to any such a Tax ContestReturn described in clause (a) of the definition of Seller-Signed Tax Returns, a Straddle Period Tax Return filed by Seller or a Transfer Tax Return filed by Seller and (Aii) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Buyer shall have the right to participate control the conduct and settlement of all other Applicable Tax Contests. Each party that controls the conduct of an Applicable Tax Contest pursuant to clause (i)(B) or clause (ii) of this Section 9.9(b) shall, in the case of any issue that would materially affect the Tax obligations of such other party, keep the other party informed of the status of, and any developments in, such Applicable Tax Contest and consult with the other party as to the resolution of such issue, (Ex) Transferor shall give to the other party a copy of any Tax adjustment proposed in writing with respect to such Applicable Tax Contest and copies of any other written correspondence with the relevant Taxing Authority relating to such Applicable Tax Contest, (y) not settle enter into (or otherwise resolve agree to enter into) any compromise or settlement of any such Applicable Tax Contest without the permission prior written consent of HSE such other party (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). ) and (iiiz) HSE and otherwise permit the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right party to participate in any all aspects of such Tax audit, examination or proceeding, at such other party’s own expense; provided that clauses (x), (y) and (z) shall not apply in the case of any Applicable Tax Contest to the extent it relates relating to a Straddle Period and Tax Return described in clause (Ca) HSE shall not allow of the Company to settle or otherwise resolve any definition of Seller-Signed Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Returns.

Tax Contests. (i) If any Governmental Entity issues to the either Company (A) or to Buyer or any of its Affiliates a written notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand or a notice of its intent to audit audit, examine or conduct another legal proceeding with respect to Taxes or Tax Returns of any Company or the Transferred Assets for any item that could reasonably be expected to (i) result in a Seller Indemnified Tax, (ii) result in a Tax at BOG Seller 1 level due to the CIT/TT Fiscal Unity, (iii) result in a Tax refund claim of the Company for any period ending on or before the Closing Date Sellers pursuant to Section 4.14(h)(i) or (Bii) a written or (iv) if such notice is issued prior to the determination of deficiency for Taxes for any period ending on or before the Final Closing Date Statement, be relevant to the determination of the Final Closing Statement (collectively, a “Tax Claim”), HSE Buyers shall notify Representative Sellers of its receipt of such communication Tax Claim from the Governmental Entity promptly and in all events shall use commercially reasonable efforts to do so within thirty fifteen (3015) days Business Days. Buyers shall not agree to any settlement of receipt. No failure or delay of HSE in such Tax Claim without the performance prior written consent of the foregoing Sellers (which consent shall reduce not be unreasonably withheld, conditioned or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delaydelayed). (ii) Representative BOG Seller 1 shall control have the right, at its sole cost and expense, to participate and give written reasonable instructions to Buyer with regard to the conduct of any audit audit, litigation, or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates Claim with respect to BOG for a Pre-Closing Tax Period; provided, that with respect to any such Period (a “German Tax Contest, ”); (A) Representative Buyer shall control such Tax Contest in good faith, and shall procure (Bsteht dafür ein) all costs that BOG (i) grants Sellers and expenses in connection with such Tax Contest shall be allocated to Transferor, their advisors (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have BOG Seller 1) the right to participate in or attend any formal meetings with the Tax authorities and to comment in writing on any material written correspondence with the Tax authorities, (ii) request, and shall procure (steht dafür ein) that BOG requests that the relevant Tax auditor provides questions in writing and that such questions be forwarded as soon as reasonably practicable to BOG Seller 1 for BOG Seller 1’s evaluation and comments. (B) Buyer shall not, and shall procure (steht dafür ein) that BOG shall not, (i) settle, concede or give their consent to the findings of any any all Tax audits relating to any German Tax Contest or (ii) settle any such German Tax Contest without BOG Seller 1’s consent (which consent shall not be unreasonably conditioned, withheld or delayed). (C) In respect of the conduct of a German Tax Contest, Buyer shall cooperate and follow BOG Seller 1’s lawful and written instructions and shall procure that BOG follows the BOG Seller 1’s written instructions in each phase of such German Tax Contest unless they do not comply with mandatory Law, provided that all costs in that connection shall be covered by BOG Seller 1. As soon as reasonably practicable after a corresponding written request from BOG Seller 1, Buyer shall empower and shall procure (Esteht dafür ein) Transferor that BOG promptly empowers (by specific power of attorney and such other documentation as may be necessary and appropriate and as prepared by BOG Seller 1, at BOG Seller 1’s expense, a reputable law or tax advisory firm elected by BOG Seller 1 to represent BOG in the German Tax Contest (“German Tax Contest Counsel”), provided that Buyer has the right to reject or terminate the client relationship and the grant of the power of attorney to the German Tax Contest Counsel elected by BOG Seller 1 only for material legal or business reasons in which case BOG Seller 1 and Buyer shall agree in good faith on a replacement as proposed by BOG Seller 1, and further provided that German Tax Contest Counsel and BOG Seller 1 shall directly report to the BOG Seller 1 and BOG, and any communication between German Tax Contest Counsel and BOG Seller 1 shall, after consultation between BOG Seller 1 and Buyer, be made through Buyer and BOG. (D) If such German Tax Contest or instruction is reasonably expected to result in any Tax or Tax disadvantage at the level of either Company, any Buyer or any of their Affiliates for any Post-Closing Tax Period, Buyers and BOG Seller 1 shall negotiate in good faith to resolve any differences on how any such proceeding is conducted and Buyer shall not settle or otherwise resolve any such German Tax Contest without the permission of HSE BOG Seller 1’s consent (which will consent shall not be unreasonably withheldconditioned, withheld or delayed, or conditioned). (iii) HSE and Sellers shall have the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferorright, at the their sole cost and expense of Transferorexpense, shall have the right to participate in and give written reasonable instructions to Buyer with regard to the conduct of any such audit, litigation, or other proceeding of any Tax Contest Claim, to the extent it relates not covered under Section 4.14(d)(ii), with respect to the Transferred Assets for a Straddle Pre-Closing Tax Period (a “Non-German Tax Contest”); provided that if such Non-German Tax Contest or instruction is reasonably expected to result in any Tax or Tax disadvantage at the level of either Company, any Buyer or any of their Affiliates for any Post-Closing Tax Period, Buyers and (C) HSE Sellers shall negotiate in good faith to resolve any differences on how any such proceeding is conducted. Each Party shall not allow the Company to settle or otherwise resolve any such Non-German Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative other Party’s consent (which will consent shall not be unreasonably withheldconditioned, withheld or delayed, or conditioned).

Tax Contests. (ia) If Buyer shall deliver a notice to Xxxxxxxx in writing promptly following any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding Action with respect to Taxes any income Tax Return of any of the Company for Acquired Subsidiaries related to any period ending on Pre-Closing Tax Period or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return Straddle Period or Taxes of any of the Company Acquired Subsidiaries related to any Pre-Closing Tax Period and Straddle Period for which the Members may reasonably expect to be liable (a “Tax Contest”) that relates and shall describe in reasonable detail (to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (Athe extent known by Buyer) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at facts constituting the sole cost and expense of HSE, shall have the right to participate in any basis for such Tax Contest and the nature of the relief sought, if any (E) Transferor the “Tax Claim Notice”); provided, however, that the failure or delay to so notify Xxxxxxxx shall not settle relieve the Members of any obligation or otherwise resolve any Tax Contest without liability that the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned)Members may have to Buyer. (iiib) HSE and the Company Buyer shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) TransferorXxxxxxxx, at the its sole cost and expense of Transferorexpense, shall have the right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period and Period; (CB) HSE Buyer shall not allow any of the Company Acquired Subsidiaries to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Straddle Pre-Closing Tax Period without the permission consent of Representative Xxxxxxxx (which will shall not be unreasonably withheld, delayeddelayed or conditioned) and (C) Buyer shall not amend any filed Tax Return for any Pre-Closing Tax Period or file or caused to be filed any amended Tax Return for any Pre-Closing Tax Period without the consent of Xxxxxxxx (which shall not be unreasonably withheld, delayed or conditioned).

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written either party receives notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of Proceeding, such party shall provide written notice thereof to the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestparty; 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 Proceeding and shall include a copy of the relevant portion of any correspondence received from the taxing authority. In the case of a Tax Proceeding of or with respect to any of the Transferred Entities for a Pre-Closing Tax Period (A) HSE other than a Straddle Period), Seller shall keep Representative reasonably informed regarding have the status exclusive right to control such Tax Proceeding in all respects; provided, however, that if the resolution of any such Tax Contest that relates Proceeding would reasonably be expected to have a Straddle 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, (B) TransferorSeller shall not settle, at compromise or abandon any such Tax Proceeding without obtaining the sole cost and expense prior written consent of TransferorPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall have the right to participate in control any Tax Proceeding of or with respect to any of the Transferred Entities for any Straddle Period; provided, however, that if any such Tax Contest Proceeding could have an adverse impact on Seller or any of its Affiliates (including as a result of any indemnity pursuant to the extent it relates this Agreement), then (a) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (b) Purchaser shall consult with Seller and offer Seller an opportunity to a Straddle Period comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, and (Cc) HSE Purchaser shall not allow settle, compromise or abandon any such Tax Proceeding without obtaining the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues to the Company (A) Buyer shall deliver a written notice to Seller promptly following any demand, Claim, or notice of its intent to audit commencement of a Claim, proposed adjustment, assessment, audit, examination or conduct another legal proceeding other administrative or court Proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or which Seller may be liable (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax ClaimContest”) and shall describe in reasonable detail (to the extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), HSE provided, however, that the failure or delay to so notify Seller shall notify Representative not relieve Seller of its receipt any obligation or liability that Seller may have to Buyer, except to the extent that Seller demonstrates that Seller is materially and adversely prejudiced thereby. (b) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Seller may elect to assume and control the defense of such communication from the Governmental Entity Tax Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Seller of receiptthe Tax Claim Notice. No failure If Seller elects to assume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or delay forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or xxx for refund where applicable Law permits such refund suit, or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of HSE Buyer (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the performance sole discretion of the foregoing shall reduce Buyer) if such settlement or otherwise compromise would reasonably be expected to adversely affect the obligations Tax liability of Buyer or liabilities any of Transferor pursuant its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Seller elects to this Agreement unless Transferor is prejudiced by assume the defense of any Tax Contest, Seller shall: (x) keep Buyer reasonably informed of all material developments and events relating to such failure Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or delayprosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (iic) Representative shall control any audit or other legal proceeding in respect of In connection with any Tax Return or Contest that relates to Taxes of the Company (a “Tax Contest”) that relates to for a Pre-Closing Tax PeriodPeriod that: (i) Seller does not timely elect to control pursuant to Section 7.7(b); providedor (ii) Seller fails to diligently defend, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated controlled by Buyer (and Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to Transferor, (Ca Tax Contest described in this Section 7.7(c)) Representative shall keep HSE reasonably informed regarding the status of and Seller agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (Dx) HSEkeep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Seller shall reasonably request, and, at the sole his own cost and expense of HSEexpense, Seller shall have the right to participate in any (but not control) the defense of such Tax Contest and (Eincluding participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (d) Transferor In connection with any Tax Contest for Taxes of the Company for any Straddle Period, such Tax Contest shall be controlled by Buyer; provided, that Buyer shall not settle or otherwise resolve compromise (or take such other actions described herein with respect to) any Tax Contest without the permission prior written consent of HSE (which will Seller, with such consent not to be unreasonably withheld, conditioned or delayed, . Buyer shall: (x) keep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status prosecution of any such Tax Contest that relates to a Straddle PeriodContest; and (z) provide such cooperation and information as Seller shall reasonably request, (B) Transferorand, at the sole its own cost and expense of Transferorexpense, Seller shall have the right to participate in any (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (e) Notwithstanding anything to the extent it relates to a Straddle Period contrary contained in this Agreement, the procedures for all Tax Contests shall be governed exclusively by this Section 7.7 (and (Cnot Section 8.3) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If a claim shall be made by any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date Taxing Authority (a “Tax Claim”) which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party pursuant to Section 7.01(f), HSE then Purchaser shall promptly notify Representative of its receipt Seller of such communication from the Governmental Entity within thirty claim no later than twenty-five (3025) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce Business Days after such Tax Claim is made, or otherwise affect the obligations Seller will be released from any indemnification obligation hereunder with respect to such Tax Claim, but Seller’s indemnification obligation with respect to any other current or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced future Tax Claim shall not be affected by any such failure or delayrelease. (ii) Representative shall control any audit or other legal proceeding in With respect of to any Tax Return or Taxes of the Company (a “Tax Contest”) that relates Claim relating to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative Seller shall control such Tax Contest in good faith, (B) all costs proceedings and expenses may make all decisions taken in connection with such Tax Contest shall be allocated to TransferorClaim (including selection of counsel) and, (C) Representative shall keep HSE reasonably informed regarding without limiting the status of foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate Claim in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestpermissible manner; provided, however, that Seller shall obtain the prior written consent of Purchaser with respect to any settlement of a Tax Claim to the extent that such settlement relates solely to an Acquired Subsidiary or Purchased Assets and would materially affect Purchaser’s tax position after the Closing (Asuch consent shall not be unreasonably withheld or delayed). Purchaser shall be entitled to be informed in writing of such Tax Claim within a reasonable time after such Tax Claim is asserted (it being understood that such writing shall set forth in reasonable detail the amount and the nature of the Tax Claim as well as the core assertions of the Taxing Authority underlying such Tax Claim) HSE and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (iii) With respect to any Tax Claim relating to Taxes of the Acquired Subsidiaries for any Straddle Period, both Seller and Purchaser may participate in such Tax Claim and such Tax Claim shall keep Representative be controlled by the party that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably informed regarding be anticipated for future taxable periods, provided, however, that the status of controlling party shall not settle any such Tax Contest that relates to a Straddle PeriodClaim without the prior written consent of the other party, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE which consent shall not allow the Company to settle be unreasonably withheld or delayed. (iv) Except as otherwise resolve any Tax Contest if such settlement or other resolution relates provided in Section 7.01(h)(ii) and Section 7.01(h)(iii), Purchaser shall control all proceedings with respect to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)any Post-Closing Tax Period.

Tax Contests. (i) If any Governmental Entity issues to The Ashford Select Entities shall inform the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Contributors of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which any Ashford Select Entity may be entitled to indemnity from the Contributors hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which the Contributors acknowledges in writing that the Contributors are liable under Article VII for any and all Losses relating thereto, the Contributors shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (Ax) HSE the Contributors shall keep Representative reasonably informed regarding promptly notify the status Ashford Select Entities in writing of any intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any Contributed Entity or any Subsidiary Entities for a Tax period that includes but does not end on the Closing Date, the Contributors and Ashford Select Entities shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on any Ashford Select Entity, (B) TransferorContributed Entity, at the sole cost and expense Subsidiary Entities or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not be settled or resolved without the relevant Ashford Select Entity’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to the Contributors of the commencement of any Tax Contest and the Contributors do not, within ten (10) Business Days after notice is given by an Ashford Select Entity, give notice to such Ashford Select Entity of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of the Contributors), the Contributors shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Ashford Select Entity. The failure of an Ashford Select Entity to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the Contributors’ obligation with respect thereto except to the extent it relates that the Contributors can demonstrate actual loss and prejudice as a result of such failure. The Ashford Select Entities and the Contributed Entities and Subsidiary Entities shall use their reasonable efforts to provide the Contributors with such assistance as may be reasonably requested by the Contributors in connection with a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without jointly by the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Contributors.

Tax Contests. (i) If any Governmental Entity issues to the Company or any Subsidiary of the Company (Ai) a written notice of its intent to audit or conduct another legal proceeding Legal Proceeding with respect to Taxes of the Company or Subsidiary of the Company for any period ending on Pre-Closing Tax Period or before the Closing Date Straddle Period or (Bii) a written notice of deficiency for Taxes for any period ending on Pre-Closing Tax Period or before the Closing Date (a “Tax Claim”)Straddle Period, HSE Acquirer shall notify Representative the Securityholders’ Agent of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE Acquirer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor the Company Securityholders pursuant to this Agreement unless Transferor is prejudiced by Agreement, except to the extent such failure or delay. (ii) Representative delay materially prejudices the Company Securityholders or Securityholders’ Agent. The Company or applicable Subsidiary of the Company shall control any audit or other legal proceeding Legal Proceeding in respect of any Tax Return or Taxes of the Company or a Subsidiary of the Company (a “Tax Contest”); provided, however, that (x) that the Securityholders’ Agent, at the Company Securityholders’ sole cost and expense, shall have the right to control or participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (Ay) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSESecurityholders’ Agent, at the Company Securityholders’ sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferorexpense, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period Period, and (Cz) HSE Acquirer shall not allow the Company or any Subsidiary of the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Pre-Closing Tax Period or Straddle Period without the prior written permission of Representative the Securityholders’ Agent (which will not be unreasonably withheld, delayed, or conditioned) and the Securityholders’ Agent shall not agree to settle or otherwise resolve any Tax Contest without the consent of Acquirer (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (i) If any Governmental Entity governmental body or authority issues to the Company (Ai) a written notice of its intent to audit audit, examine or conduct another legal proceeding with respect to Taxes or Tax Returns of the Company for any period periods ending on or before prior to the Closing Date or (Bii) a written notice of deficiency deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for Taxes for any period ending periods beginning on or before prior to the Closing Date (a “Tax Claim”)Date, HSE Purchaser or the Company shall notify Representative Sellers of its receipt of such communication from the Governmental Entity governmental body or authority within thirty (30) business days after receiving such notice of receiptdeficiency, reassessment, adjustment or assertion of claim or demand. No failure or delay of HSE Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor Sellers pursuant to this Agreement unless Transferor is prejudiced by Agreement, except to the extent that such failure or delay. (ii) Representative delay shall preclude the Company from defending against any liability or claim for Taxes that the Sellers are obligated to pay hereunder. The Purchaser and the Company shall control any audit examination, investigation, audit, or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period); provided, that with respect to any such Tax Contest, (Ai) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period Tax Return for a period ending on or prior to the Closing Date and (Cii) HSE Purchaser and the Company shall not allow the Company to settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for a Straddle Period which the Sellers are liable under this Agreement without the permission of Representative the Sellers (which will not be unreasonably withheldwithheld or delayed). At the request of Sellers, delayedPurchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers and the applicable taxing authority provided that (i) the Sellers shall have paid to the Company or the Purchaser prior to 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 settlement or other resolution, and (ii) the settlement or conditioned)other resolution could not result in the Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that the Sellers are not required to fully indemnify the Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which Sellers are liable under this Agreement, Sellers shall pay to Purchaser the amount of such deficiency in Taxes within ten (10) days of the action by any Tax authority that is final or, if not final, is acquiesced in by Sellers during the course of any audit or any proceeding relating to Taxes.

Tax Contests. (ia) If any Governmental Entity issues to the Company (A) a Purchaser shall promptly provide written notice to Xxxxx Seller upon receipt of its intent to audit any notice from a Taxing Authority of a Tax audit, Tax dispute, or conduct another legal other Tax proceeding with respect to Taxes the Transferred Companies for a Pre-Closing Tax Period or Straddle Period (a “Covered Tax Proceeding”), provided, however, that the failure of Purchaser to give such notice shall not relieve Sellers of any of their obligations under Article VIII, except and only to the Company for any extent that the Sellers are actually prejudiced by reason of such failure. (b) In the case of a Covered Tax Proceeding that relates solely to a Tax period ending that ends on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before prior to the Closing Date (a “Seller Tax ClaimProceeding”), HSE Xxxxx Seller shall notify Representative of its receipt control, at Sellers’ expense, the contest or resolution of such communication from the Governmental Entity within thirty (30) Seller Tax Proceeding, provided that no later than 10 days of receipt. No failure or delay of HSE in the performance after receipt by Sellers of the foregoing notification of the Seller Tax Proceeding, Xxxxx Seller has notified Purchaser in writing that Xxxxx Seller will assume the defense. If Xxxxx Xxxxxx has duly executed its right to control the Seller Tax Proceeding. Xxxxx Seller shall reduce (A) keep Purchaser reasonably informed with respect to the status of any Seller Tax Proceeding, including by giving Purchaser advance notice of, and opportunity to attend, any material in-person or telephonic meetings, (B) provide copies to Purchaser of any material written correspondence or other material submissions by Xxxxx Seller with respect to such Seller Tax Proceeding for Purchaser’s review and reasonable comment, which Xxxxx Seller shall consider in good faith, and (C) provide to Purchaser (at Purchaser’s expense) reasonable participation rights with respect to any such Seller Tax Proceeding; provided, further, that to the extent a Seller Tax Proceeding is reasonably likely to adversely impact a post-closing Tax period then Xxxxx Seller will not enter into any settlement of, or otherwise affect compromise, any Seller Tax Proceeding without the obligations prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned, or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delaydelayed). (iic) Representative Purchaser shall control control, at its expense, any audit or other legal proceeding in respect of any Covered Tax Return or Taxes of the Company Proceeding for a Straddle Period (a “Purchaser Tax ContestProceeding”); provided, that Purchaser shall (A) keep Xxxxx Seller reasonably informed with respect to the status of such Purchaser Tax Proceeding, including by giving Xxxxx Seller advance notice of, and opportunity to attend, any material in-person or telephonic meetings, (B) provide copies to Xxxxx Seller of any material written correspondence or other material submissions by Purchaser with respect to such Purchaser Tax Proceeding for Xxxxx Seller’s review and reasonable comment, which Purchaser shall consider in good faith and (C) provide to Xxxxx Seller (at Sellers’ expense) reasonable participation rights with respect to any such Purchaser Tax Proceeding; provided, further, that relates to Purchaser will not enter into any settlement of, or otherwise compromise, any Purchaser Tax Proceeding without the prior written consent of Xxxxx Seller (which consent shall not be unreasonably withheld, conditioned, or delayed). (d) If a Taxing Authority issues an “imputed underpayment” (as defined in Section 6225 of the Code) assessment (or similar assessment under state, local, and non-U.S. Law) against the Company for a Pre-Closing Tax Period or Straddle Period; provided, that the Company, at Purchaser’s written request, shall, at the option of Xxxxx Seller, (x) cause Sellers to take such assessment directly into account in accordance with Section 6241(7) of the Code (or any similar provision under federal, state, local or non-U.S. Law), (y) make a “push out” election under Section 6226 of the Code (or any corresponding election under state, local and non-U.S. Law) with respect to such imputed underpayment or (z) make an election under Section 6225(c)(2) of the Code (or any similar election under federal state, local or non-U.S. Law) with respect to such Tax Contest, imputed underpayment; provided that in no event shall Sellers be required to (Aor be required to permit the Company to) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve amend any Tax Contest without Return pursuant to this Section 7.3(d) unless such amendment is necessary to effect the permission option selected by Xxxxx Xxxxxx. Sellers shall reasonably cooperate with Purchaser and the Company with respect to, and to take such actions as are necessary to implement, any of HSE (which will not be unreasonably withheld, delayed, or conditioned)the foregoing. (iiie) HSE and In the Company shall control any other Tax Contest; provided, however, that event of a conflict between (Ai) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period this Section 7.3 and (Cii) HSE Section 8.4 or Section 8.5, this Section 7.3 shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)control.

Tax Contests. (i) If any Governmental Entity issues to Buyer or the Company (A) a written receives notice of its intent to any audit or conduct another legal proceeding other inquiry with respect to Taxes of or with respect to the Company for any period Pre-Closing Tax Period (including the pre-Closing portion of a Straddle Period) (each, a “Tax Contest”), Buyer shall promptly inform Seller of such notice. Seller shall manage, control and defend all Tax Contests that (i) relate solely to Taxable periods ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. and (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or and would not be reasonably expected to have an adverse impact on Taxes of Buyer, the Company and/or any of their Affiliates in any post-Closing Tax Period (or portion thereof) (each, a “Seller Tax Contest”). Seller shall have the right to control any Seller Tax Contest; provided that (a) that relates Buyer, at its expense, shall be entitled to a Pre-Closing Tax Period; provided, that with respect to (i) participate in the defense of any such Seller Tax Contest, (Aii) Representative attend all proceedings, meetings and calls with respect to such Seller Tax Contest, and (iii) employ counsel of its choice for such purposes, (b) Seller shall control keep Buyer reasonably informed of the progress of any such Seller Tax Contest (including by providing Buyer with copies of all material communications with respect to such Seller Tax Contest), (c) Seller shall diligently prosecute such Seller Tax Contest in good faith, (Bd) all costs and expenses Seller shall reasonably demonstrate to Buyer in connection writing its financial ability to indemnify Buyer with respect to such Seller Tax Contest in accordance with Article VII and (e) Seller shall not, and shall cause the Company not to, settle, discharge, or otherwise dispose of any such Seller Tax Contest without the prior written consent of Buyer (such consent not to be allocated to Transferorunreasonably withheld, conditioned, or delayed). Buyer shall manage, control and defend all Tax Contests that are not Seller Tax Contests (C) Representative shall keep HSE reasonably informed regarding the status of such each, a “Buyer Tax Contest, (D”) HSE, at the sole cost and expense of HSE, shall have the right to control any Buyer Tax Contest; provided that (a) Seller, at its expense, shall be entitled to (i) participate in the defense of any such Buyer Tax Contest, (ii) attend all proceedings, meetings and calls with respect to such Buyer Tax Contest, and (iii) employ counsel of its choice for such purposes, (b) Buyer shall keep Seller reasonably informed of the progress of any such Buyer Tax Contest (including by providing Seller with copies of all material communications with respect to such Buyer Tax Contest) and (Ec) Transferor Buyer shall not, and shall cause the Company not to, concede or settle or otherwise resolve any such Buyer Tax Contest without the permission prior written consent of HSE Seller (which will such consent not to be unreasonably withheld, delayedconditioned, or conditioneddelayed). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to . To the extent it relates to a Straddle Period and (C) HSE the provisions of this Section 8.06 conflict with the provisions of Section 7.03, the provisions of this Section 8.06 shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)prevail.

Tax Contests. (i) If Buyer shall notify Seller in writing within ten (10) days of receipt by Buyer (or any Governmental Entity issues Buyer Indemnitee) of written notice of any pending or threatened audits, adjustments, claims, examinations, assessments or other administrative or judicial proceedings with the purpose or effect of re-determining Taxes of or with respect to the Company or the Acquired Subsidiary (Aincluding 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"), and shall provide Seller with a copy of any such written notice. Seller shall notify Buyer in writing within ten (10) days of receipt by Seller of written notice of any pending or threatened Tax Contest, and shall provide Buyer with a copy of any such written notice. The failure of either Buyer or Seller to provide a notification described in this Section 7.10(d)(i) shall not release Seller or Buyer, respectively, from its intent obligations hereunder except to audit or the extent, and only to the extent, that the party that was supposed to receive the notification is prejudiced as a result of such failure. (ii) Seller shall have the right to control and defend the conduct another legal proceeding with respect to Taxes of the Company for any Tax Contest covering any taxable period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before prior to the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a "Pre-Closing Tax Period; providedContest") with counsel (including, that with respect to any such Tax Contestfor the avoidance of doubt, (Aaccountants) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contestits choice; provided, however, that (A) HSE Seller shall keep Representative Buyer reasonably informed regarding the status progress and substantive aspects of any such the Pre-Closing Tax Contest that relates to a Straddle PeriodContest, (B) Transferor, Buyer may retain separate co-counsel at the its sole cost and expense expense, and participate in the defense of Transferorwith respect to the Pre-Closing Tax Contest, including having an opportunity to review and reasonably comment on any written materials prepared in connection with such Pre-Closing Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) Seller will not settle or consent to the entry of any Order or other similar determination or finding with respect to such Pre-Closing Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have the right to control and defend (x) any Tax Contest covering any Straddle Period, (y) any Tax Contest that is not a Pre-Closing Tax Contest, and (z) 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 7.10(d)(ii) (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 the Other Tax Contest for which the resulting Tax liability Seller would be required to provide indemnification pursuant to this Agreement, (A) Buyer shall keep Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) Seller may retain separate co-counsel at its sole cost and expense, and participate in the defense of such Tax items in the Other Tax Contest, including having an opportunity to review and reasonably comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any such Tax Contest to the extent it relates to a Straddle Period conferences relating thereto, and (C) HSE Buyer will not settle or consent to the entry of any Order or other similar determination or finding with respect to such Tax items in the Other Tax Contest without the prior written consent of Seller (which consent shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayedconditioned, or conditioneddelayed). (iv) For the avoidance of doubt, the term Tax Contest shall not include, and this Section 7.10(d) shall not apply to, any audits, adjustments, claims, examinations, assessments or other administrative or judicial proceedings with the purpose or effect of re-determining Taxes of or with respect to any Tax Return of the Seller Affiliated Group (which includes the consolidated U.S. federal income tax return of the Seller Affiliated Group).

Tax Contests. (ia) If any Governmental Entity issues taxing authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the Company (A) a written other party 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 intent obligations under this Article VII, except to audit or conduct another legal proceeding with respect to Taxes 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 Company relevant portion of any correspondence received from the taxing authority. (b) Seller shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any taxing authority that relates in whole or in part to any Tax for which Seller is obligated to indemnify Purchaser under this Agreement (a "Tax Proceeding") in respect of any of the Transferred Entities for any taxable period ending that ends on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestDate; provided, however, that (Ai) HSE Seller shall keep Representative reasonably informed regarding inform Purchaser in a timely manner and in reasonable detail about the status conduct of any such Tax Contest that relates to a Straddle PeriodProceeding, (Bii) Transferor, at the sole cost and expense of Transferor, Purchaser shall have the right to participate observe the conduct of the Tax Proceeding (through attendance at meetings) at its own expense, including through its own counsel and other professional experts, (iii) Seller shall defend such Tax Proceeding diligently and in good faith as if it were the sole party in interest in any such Tax Contest to Proceeding, (iv) Seller shall consider in good faith the extent it relates reasonable requests of Purchaser concerning the conduct of such Tax Proceeding, (v) in the case of any Tax Proceeding other than a Tax Proceeding with respect to a Straddle Period consolidated, combined or unitary Tax Return, Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser (which consent shall not be unreasonably withheld) if such action would have a Material Adverse Effect on Purchaser or any Transferred Entity, and (Cvi) HSE shall if Seller does not allow assume control of, or abandons, such Tax Proceeding, Purchaser may defend the Company same in such manner as Purchaser deems appropriate, including settling such Tax Proceeding, after ten (10) Business Days prior written notice to settle or Seller setting forth the terms and conditions of settlement; provided further, however, that the maximum amount for which Seller would be obligated to indemnify Purchaser in such case would be the amount of Taxes that Seller otherwise resolve any would have been obligated to pay Purchaser under this Agreement, as determined at the time that Purchaser assumed control, had Purchaser not assumed control. (c) In the case of a Tax Contest if such settlement or other resolution relates to Taxes Proceeding for a Straddle Period of any of the Transferred Entities, the Controlling Party shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-Controlling Party or any of its Affiliates and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the permission of Representative (prior written consent, which will consent shall not be unreasonably withheld, conditioned or 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 or Purchaser is reasonably expected to bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and "Non-Controlling Party" shall mean whichever of Seller or Purchaser is not the Controlling Party with respect to such Straddle Period Tax Proceeding.

Tax Contests. (i) If any Governmental Entity issues to Each Party shall promptly notify the Company (A) other Party in writing upon receipt of a written notice of its intent to audit any Tax audit, assessment or conduct another legal proceeding other Proceeding with respect to (i) any Company Tax or Tax Return with respect to Company Taxes of the Company for related to any taxable period ending on or before including the Closing Date Effective Time, (ii) a Seller Consolidated Return or (Biii) a written notice of deficiency for Taxes for any period ending on or before the Closing Date Pass-Through Tax Return (a “Tax ClaimProceeding”), HSE . Such notice shall notify Representative include a copy of its receipt the relevant portion of any correspondence received from the relevant Governmental Authority and shall describe in reasonable detail the nature of such communication from Tax Proceeding to the Governmental Entity within thirty (30) days of receiptextent known by such Party. No failure or delay of HSE Purchaser and Sellers shall cooperate with each other in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect conduct of any Tax Return or Taxes Proceeding following the Closing. Sellers shall have the right to control the conduct of and manage any Tax Proceeding to the Company (a “Tax Contest”) that extent it relates solely to a Pre-Closing Effective Time Tax Period; provided, a Seller Consolidated Return or a Pass-Through Tax Return and Purchaser shall, and shall cause its Affiliates to, take such actions that are reasonably requested by Sellers (including providing a power of attorney) to enable Sellers to exercise such rights with respect to any such Tax ContestProceeding; provided, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative that Sellers shall keep HSE Purchaser reasonably informed regarding the status progress and substantive aspects of any such Tax Contest, (D) HSE, Proceeding and Purchaser shall be entitled at the sole cost and its expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor Proceeding; provided further that Sellers shall not compromise or settle or otherwise resolve any such Tax Contest Proceeding without the permission of HSE obtaining Purchaser’s prior written consent (which will consent shall not be unreasonably withheld, conditioned or delayed). If Sellers do not elect to control the conduct of a Tax Proceeding or the Tax Proceeding relates to a Post-Effective Time Tax Period (and does not relate to a Seller Consolidated Return or a Pass-Through Tax Return), or conditioned). (iii) HSE Purchaser shall have the right to control the conduct of and manage the Company shall control any other Tax ContestProceeding; provided, however, that that, unless the Tax Proceeding both relates solely to a Post-Effective Time Tax Period and does not relate to a Seller Consolidated Return or a Pass-Through Tax Return, (Ax) HSE Purchaser shall keep Representative Sellers reasonably informed regarding the status progress and substantive aspects of such Tax Proceeding, (y) Sellers shall be entitled to participate (at their own expense) in such Tax Proceeding and (z) Purchaser shall not compromise or settle any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period Proceeding without the permission of Representative obtaining Sellers’ prior written consent (which will consent shall not be unreasonably withheld, conditioned or delayed). In the case of any conflict between this Section 11.7 and provisions of Article 10, or conditioned)this Section 11.7 shall control.

Tax Contests. (a) The Seller shall have the exclusive right to represent the interests of the Company in any and all Tax audits, assessments or administrative or court proceedings (“Tax Proceedings”) relating to Tax Returns for Tax periods (or portions thereof) that end on or prior to the Closing Date to the extent that such Tax Proceeding (i) If any Governmental Entity issues to may affect the Company (A) a written notice Tax liability of its intent to audit the Seller or conduct another legal proceeding with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date or any Straddle Period or (ii) may give rise to a Seller indemnification obligation under this Agreement; provided, however, that Purchaser shall have the right, at its sole expense, to participate in any such Tax Proceeding and to employ counsel of its choice (which counsel shall be reasonably acceptable to the Seller) for purposes of such participation to the extent that any compromise, settlement, consent or agreement in such Tax Proceeding would have a material adverse effect on Purchaser and its Affiliates after the Closing Date. The Seller and Purchaser shall jointly agree on the conduct of any Tax Proceedings relating to any Straddle Period Tax Return to the extent that the Seller may have an indemnification obligation with respect to such Straddle Period Tax Return under this Agreement. (b) In the event that Purchaser proposes to compromise or settle any Tax claim, or consent or agree to any Tax liability relating to the Acquired Companies for any Tax period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before Straddle Period, the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Seller shall have the right to participate review such proposed compromise, settlement, consent, agreement or amendment. Without the prior written consent of the Seller, which shall not be unreasonably withheld or delayed, Purchaser shall not agree or consent to compromise or settle any issue or claim arising in any such Tax Contest and (E) Transferor shall not settle Proceeding, or otherwise resolve agree to or consent to any Tax Contest without liability, to the permission extent that any such compromise, settlement, consent, agreement or amendment may affect the Tax liability of HSE the Seller or the Company (or any Tax Group of which will not be unreasonably withheld, delayed, the Seller or conditioned)any Acquired Company is a member) for any Tax period ending on or prior to the Closing Date or any Straddle Period. (iiic) HSE and Purchaser shall promptly notify the Seller in writing upon receipt by Purchaser or any Affiliate of Purchaser (including the Company) of any pending or threatened Tax Proceedings relating to the income, properties or operations of the Company shall control for any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding period ending on or prior to the status of Closing Date or any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (ia) If any Governmental Entity issues to The Buyer shall promptly notify the Sellers in writing upon receipt by the Buyer or the Company (A) of a written notice of its intent any pending or threatened Tax audits or assessments for which the Sellers may be liable under applicable Law or under this Agreement (“Tax Contest Claims”); provided, however, no failure or delay by the Buyer to audit provide notice of a Tax Contest Claim shall reduce or otherwise affect the obligation of the Sellers hereunder except that nothing contained herein shall prevent the Sellers from making a claim for damages incurred if the Sellers are actually prejudiced thereby. The Buyer and the Sellers shall cooperate with each other in the conduct another legal proceeding of any Tax Contest Claim. The Sellers shall have the right to control the conduct of any Tax Contest Claim for which one or more of the Sellers are liable under applicable Law or under this Agreement for any amount of Tax payable with respect to Taxes such Tax Contest Claim (any such claim, a “Sellers’ Tax Contest Claim”) and shall bear the full cost of pursuing any such claim. However, if in the sole discretion of the Buyer the matter could reasonably be expected to adversely affect the Buyer or the Company for with respect to any taxable period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before portion thereof beginning after the Closing Date (a “Post-Closing Tax Period”) or with respect to a Tax for any period for which Seller is not liable to pay hereunder: (i) the Sellers shall keep the Buyer informed regarding the progress and substantive aspects of any Sellers’ Tax Contest Claim”), HSE shall notify Representative of its receipt of including providing the Buyer with all written materials relating to such communication Tax proceeding received from the relevant Governmental Entity within thirty (30) days of receipt. No failure Authority or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant presented to this Agreement unless Transferor is prejudiced such Governmental Authority by such failure or delay.Sellers; (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest Buyer shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right entitled to participate in any such Sellers’ Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with any Sellers’ Tax Contest Claim and attending any conferences relating to any Sellers’ Tax Contest Claim; and (Eiii) Transferor the Sellers shall not compromise or settle or otherwise resolve any a Sellers’ Tax Contest Claim, without obtaining the permission of HSE (Buyer’s prior written consent, which will consent shall not be unreasonably withheld, delayeddelayed or denied; provided, that such consent shall only be necessary if a compromise or conditioned)settlement of any Sellers’ Tax Contest Claim would reasonably be expected to result in adverse tax consequences to the Buyer or the Company. (iiib) HSE and Except as otherwise provided herein, the Company Buyer shall control any all other Tax Contest; providedaudit, however, that (A) HSE shall keep Representative reasonably informed regarding the status examination or administrative or judicial proceedings in respect of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Taxes.

Tax Contests. Each of the Purchaser and the Sellers shall promptly notify the other in writing within 10 days from its (ior its affiliates') If any Governmental Entity issues to the Company (A) a written receipt of notice of its intent to audit any pending or conduct another legal proceeding threatened federal, state, local or foreign Tax audits, litigation or assessments or other contest of, or with respect to Taxes of, either Company or any of its subsidiaries (a "TAX CONTEST"), so long as any taxable periods of such Company or subsidiary ending on or prior to the Closing Date remain open. The Sellers shall have the right to control the conduct and disposition of any Tax Contest for taxable periods ending on or prior to the Closing Date for which indemnification may be claimed against the Sellers under this Agreement and to employ counsel of their choice at their expense. With respect to any Tax Contest regarding a Tax Return in which the tax attributes of either Company or any of its subsidiaries after the Closing Date are determined by reference to the tax attributes of such Company or subsidiary on or prior to the Closing Date, the Sellers shall keep the Purchaser informed as to the progress of any Tax Contest which the Sellers have taken control of and the Purchaser shall have the right to consult with the Sellers during such proceedings at its own expense; provided that the Sellers shall not accept any proposed adjustment or enter into any settlement or agreement in compromise or otherwise dispose of any such Tax Contest in a manner that would purport to bind or would affect the tax liability or tax attributes of either of the Company Companies or any of their subsidiaries for taxable periods or portions thereof ending after the Closing Date without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. With respect to any Tax Contest (1) relating to any Straddle Period or (2) for any tax period ending on or before the Closing Date or (B) which the Sellers do not assume control of within a written notice reasonable period of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”)time, HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest Contests shall be allocated to Transferor, controlled by Purchaser and the Purchaser (Cx) Representative shall keep HSE reasonably the Sellers informed regarding as to the status progress of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (Ey) Transferor shall not settle accept any proposed adjustment or otherwise resolve enter into any Tax Contest settlement or agreement in compromise which would result in a claim for indemnification against the Sellers pursuant to this agreement without the permission prior written consent of HSE (the Sellers, which will consent shall not be unreasonably withheld; provided that, delayed, or conditioned). (iii) HSE and in the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status case of any Tax Contest described in clause (2), if the Sellers withhold their consent to the proposed adjustment or settlement or agreement in compromise (as the case may be) for any reason, the Sellers agree to assume control of such Tax Contest that relates to a Straddle Periodas soon as practicable; provided further that, (B) Transferorif the Sellers do not assume control of such Tax Contest as soon as practicable, at the sole cost and expense of Transferor, Purchaser shall have the right in its sole discretion to participate accept any proposed adjustment or settlement or agreement in any compromise with respect to such Tax Contest Contest. The Purchaser and Sellers shall cooperate fully, as and to the extent it relates to a Straddle Period reasonably requested by the other and (C) HSE shall not allow their counsel in the Company to settle or otherwise resolve conduct of any Tax Contest if such settlement or other resolution relates pursuant to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditionedthis Section 4.4(h).

Tax Contests. (ia) If any Governmental Entity Authority issues to the Company any Biofuels Subsidiary (Ai) a written notice of its intent to audit audit, examine or conduct another legal proceeding with respect to Taxes or Tax Returns of the Company Biofuels Subsidiary for any period ending on or before the Pre-Closing Date Tax Period or (Bii) a written notice of deficiency for deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns of the Biofuels Subsidiary for any period ending on or before the Pre-Closing Date Tax Period (each, a “Tax Claim”), HSE Purchaser or the Biofuels Subsidiary shall notify Representative the Company of its the receipt of such communication from the Governmental Entity Authority within thirty fifteen (3015) days of receiptafter receiving such Tax Claim. No failure or delay of HSE Purchaser or the Biofuels Subsidiary in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant the Company under this Agreement, except to this Agreement unless Transferor is prejudiced by the extent that such failure precludes the Biofuels Subsidiary or delaythe Company from defending against any liability or claim for Taxes that the Company is obligated to pay hereunder. (iib) Representative Purchaser and the relevant Biofuels Subsidiary shall control any audit or other legal proceeding in respect of relating to any Tax Return Claim with respect to Taxes or Taxes Tax Returns of the Company Biofuels Subsidiaries (a “Tax Contest”); provided that (i) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to Taxes or a Straddle Tax Return for a Pre-Closing Tax Period (excluding the Louisiana property Taxes and the sales and use Taxes, in each case, with respect to the Xxxxxxxx Facility incurred as of the Closing Date of up to Two Million Six Hundred Thousand Dollars ($2,600,000) in the aggregate) and in such case Purchaser and the relevant Biofuels Subsidiary shall provide the Company with copies of all written communications relating to the Tax Contest, (ii) Purchaser shall keep the Company informed regarding the progress of any Tax Contest and consult with the Company with respect to any issue relating to such Tax Contest that could have a materially adverse effect on the Company, and (Ciii) HSE Purchaser and the relevant Biofuels Subsidiary shall not allow the Company to settle or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) if such settlement or other resolution relates to Taxes for a Straddle Period which the Company is liable under this Agreement without the permission of Representative the Company (which will shall not be unreasonably withheld, conditioned or delayed, or conditioned). (c) Notwithstanding the provisions of Section 8.5(b), the Company, at its sole expense, shall control any Tax Contest with respect to the Consolidated Returns; provided that (i) Purchaser shall have the right to participate in any such Tax Contest to the extent it relates to or may affect Taxes or a Tax Return for a Post-Closing Tax Period, (ii) the Company shall provide Purchaser with copies of all written communications relating to the Tax Contest, (iii) the Company shall keep Purchaser informed regarding the progress of the Tax Contest and shall consult with Purchaser with respect to any issue relating to any such Tax Contest that could affect Purchaser or any Biofuels Subsidiary, and (iv) the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) if such settlement or other resolution could increase the Taxes payable by Purchaser, any Biofuels Subsidiary or any of their respective Affiliates for any Taxes for which the Company is not liable under this Agreement, without the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed). (d) At the request of the Company, Purchaser and the Biofuels Subsidiaries shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to the Company and the applicable Governmental Authority provided that (i) the Company shall have paid to the Biofuels Subsidiary or Purchaser prior to or when entering into the settlement all Taxes (and other amounts) for which the Company is liable under this Agreement as a result of such settlement, and (ii) the settlement could not result in Purchaser, any Biofuels Subsidiary or any of their respective Affiliates paying any Taxes (or other amounts) for which the Company is not required to fully indemnify Purchaser or the Biofuels Subsidiaries under this Agreement. (e) If there is an adjustment to any Tax Return that creates a deficiency in any Taxes for which the Company is liable under this Agreement, the Company shall pay to Purchaser the amount of such deficiency in Taxes within ten (10) days after written demand for payment.

Tax Contests. Each of Buyer and Seller shall notify the other party regarding, and within three (i3) If Business Days after, the receipt by Buyer or any Governmental Entity issues to of its Affiliates (including the Company (AAcquired Companies) a written or by Seller or any of its Affiliates, as the case may be, of notice of its intent any inquiries, claims, notice of deficiency or other adjustment, assessments, redeterminations, audits or similar events relating to audit or conduct another legal proceeding any Taxes of any of the Acquired Companies with respect to Taxes of the Company for any period ending on or before the Pre-Closing Date Taxable Period or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or which Seller may otherwise affect the obligations or liabilities of Transferor be liable pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax ContestContests”) that relates to a Pre-Closing Tax Period); provided, that failure to so notify Seller or Buyer, as applicable, shall not relieve the other party of its obligations hereunder unless and to the extent Seller or Buyer, as applicable, is actually and materially prejudiced thereby. Seller may elect, at Seller’s sole expense, to have control over the conduct of any Tax Contest with respect to any such Tax Contest, (A) Representative shall control such Pre-Closing Date Taxable Period other than a Tax Contest in good faith, with respect to a Tax for a Straddle Period; provided that (Bi) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Buyer shall have the right to participate in any such Tax Contest, (ii) Seller shall keep Buyer reasonably informed of the status of developments with respect to such Tax Contest and (Eiii) Transferor Seller shall not settle settle, discharge, or otherwise resolve dispose of any such Tax Contest without the permission prior written consent of HSE Buyer (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE and . Buyer shall be entitled to control the Company shall control conduct of any other Tax Contest; provided, however, provided that (Ai) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, Seller shall have the right to participate in any such Tax Contest, (ii) Buyer shall keep Seller reasonably informed of the status of developments with respect to such Tax Contest to the extent it relates to a Straddle Period and (Ciii) HSE Buyer shall not allow the Company to settle settle, discharge, or otherwise resolve dispose of any such Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative Seller (which will consent shall not be unreasonably withheld, conditioned or delayed, ). All other Tax audits or conditioned)proceedings with respect to the Acquired Companies shall be exclusively controlled by Buyer.

Tax Contests. (i) If any Governmental Entity issues to Each Party shall promptly notify the Company (A) other Party in writing upon receipt of a written notice of its intent to audit any Tax audit, assessment or conduct another legal proceeding other Proceeding with respect to (i) any Company Tax or Tax Return with respect to Company Taxes related to any taxable period ending on or including the Effective Time, (ii) the Tap Rock Combined Returns, or (iii) a Pass-Through Tax Return for any taxable period that does not begin after the Closing Date (a “Tax Proceeding”). Such notice shall include a copy of the Company relevant portion of any correspondence received from the relevant Governmental Authority and shall describe in reasonable detail the nature of such Tax Proceeding to the extent known by such Party. Purchaser and Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding following the Closing. Sellers’ Representative shall (i) control the conduct of and manage any Tax Proceeding related to a Pass-Through Tax Return for any a taxable period ending on or before the Closing Date or any Tap Rock Combined Return, and (Bii) have the right to control the conduct of and manage any Tax Proceeding to the extent it relates solely to a Pre-Effective Time Tax Period and, in each case, Purchaser shall, and shall cause its Affiliates to, take such actions that are reasonably requested by Sellers’ Representative (including providing a power of attorney) to enable Sellers’ Representative to exercise such rights with respect to any such Tax Proceeding; provided, that Sellers’ Representative shall keep Purchaser reasonably informed regarding the progress and substantive aspects of any such Tax Proceeding and Purchaser shall be entitled at its expense to participate in any such Tax Proceeding; provided further that Sellers’ Representative shall not compromise or settle any such Tax Proceeding without obtaining Purchaser’s prior written notice consent (which consent shall not be unreasonably withheld, conditioned or delayed). If (i) Sellers’ Representative does not elect to control the conduct of deficiency for Taxes a Tax Proceeding related solely to a Pre-Effective Time Tax Period or (ii) the Tax Proceeding relates to a Post-Effective Time Tax Period (and does not relate to a Pass-Through Tax Return for any taxable period ending on or before the Closing Date (or a “Tax Claim”Tap Rock Combined Return), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, Purchaser shall have the right to control the conduct of and manage the Tax Proceeding; provided, however, that, with respect to any Tax Proceeding that relates to (i) a Pass-Through Tax Return for a taxable period beginning on or before the Closing Date and ending after the Closing Date or (ii) a Straddle Period, (x) Purchaser shall keep Sellers’ Representative reasonably informed regarding the progress and substantive aspects of such Tax Proceeding, (y) Sellers’ Representative shall be entitled to participate (at its own expense) in such Tax Proceeding and (z) Purchaser shall not compromise or settle any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest Proceeding without the permission of HSE obtaining Sellers’ Representative’s prior written consent (which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE and . In the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status case of any such Tax Contest that relates to a Straddle Periodconflict between this Section 11.7 and provisions of Article 10, (B) Transferor, at the sole cost and expense of Transferor, this Section 11.7 shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)control.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) Buyer shall deliver a written notice (a “Tax Contest Notice”) to Owners Representative promptly following the occurrence of its intent to audit any demand, claim, or conduct another legal notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to any Pre-Closing Taxes for which Buyer would reasonably be expected to be entitled to indemnification pursuant to Section 6.12(f)(i) or which would reasonably be expected to negatively affect the Tax liability of the Owners for any period (“Tax Contest”). Any written notice of a Tax Contest shall describe the nature of the claim, the amount thereof (if known and quantifiable) and the basis thereof. Owners Representative must, within thirty (30) days after receipt of notice of the claim for indemnification, notify Buyer in writing as to whether Owners admit or dispute the claim described by Buyer. If Owners give written notice that they agree with the indemnification claim, then Buyer shall be entitled to indemnification pursuant to Section 6.12(f)(i). (i) Subject to Section 6.12(g)(ii), Buyer shall control any Tax Contest; provided, however, Owners, at their sole cost and expense, shall (x) have the right to control any Tax Contest to the extent it relates to Income Taxes of the any Acquired Company for with respect to any period ending on or before the applicable Closing Date or Date, and (By) a written notice have the right to participate in any other Tax Contest. The Owners Representative (on behalf of deficiency for Taxes the LCA Owners) shall be entitled to control any Tax Claim which affects the Tax status of LCA for any Tax period ending on or before prior to the Closing Date (a “Tax Claim”Date. For purposes of this Section 6.12(g), HSE “participate” shall notify Representative of its receipt of such communication from mean the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE right to review all written correspondence between the applicable Taxing authority and the taxpayer, to understand and comment with respect to the strategy for responding to the Tax Contest and the Tax issues involved in the performance of Tax Contest, and to attend meetings between the foregoing shall reduce or otherwise affect applicable Taxing authority and the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delaytaxpayer if determined appropriate after good faith discussions between Buyer and Owners. (ii) Representative shall If Owners are entitled to and elect to control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, then (A) Representative Owners shall control provide Buyer prior written notice of such Tax Contest in good faithintent, and (B) all costs and expenses in connection with such Tax Contest Owners shall be allocated to Transferor, (Cx) Representative shall keep HSE Buyer reasonably informed regarding the status of such Tax Contest, ; (Dy) HSEallow Buyer and the applicable Acquired Company, at the sole cost and expense of HSEBuyer, shall have the right to participate in such Tax Contest; and (z) not settle, resolve, or abandon any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission prior written Consent of HSE Buyer (which will shall not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall If Owners are not entitled to or do not elect to control any other a Tax Contest; provided, however, that then Buyer shall (Aw) HSE shall keep Representative Owners reasonably informed regarding the status of such Tax Contest; (x) allow Owners, at its sole cost and expense, to participate in (but not control) such Tax Contest; (y) not settle, resolve, or abandon any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written Consent of Representative Owners (which will shall not be unreasonably withheld, delayed, or conditioned), and (z) if requested by Owners, settle (or cause the applicable Acquired Company to settle) the Tax Contest on terms acceptable to the applicable Governmental Entity and Owners; provided that such settlement, as determined by Buyer, will not result in any Buyer Indemnified Party incurring any Taxes or other Liability that Owners are not required to pay or indemnify under this Agreement.

Tax Contests. To the extent TKO or any Transferred Entity (ior any of their respective Affiliates) If any Governmental Entity issues to the Company (A) a receives written notice from any taxing authority of its intent to audit any proposed audit, assessment, examination, claim or conduct another legal other controversy or proceeding involving Taxes or Tax Returns with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding Transferred Entities in respect of any Pre-Closing Tax Return Period or Taxes that could give rise to any Tax liability for which the EDR Parties or any of their Affiliates or direct or indirect owners could reasonably be expected to be responsible for associated Losses (including as a result of any indemnification obligation under the Company terms of this Agreement), TKO shall promptly notify the EDR Parties thereof in writing (any such claim or proceeding, a “Tax Contest”). The EDR Parties shall be entitled to control any Tax Contest with respect to the Transferred Entities (i) that relates relating to a any Pre-Closing Tax Period; provided, that with respect or (ii) for which the EDR Parties or any of their Affiliates is reasonably expected to any such Tax Contest, bear greater than fifty percent (A50%) Representative shall control such Tax Contest in good faith, (B) of all costs and expenses in connection Losses associated with such Tax Contest as a result of indemnification obligations under this Agreement; and TKO shall be allocated take all actions reasonably necessary to Transferor, (C) Representative enable the EDR Parties to exercise its control rights as set forth in this Section 8.05; provided that the EDR Parties shall keep HSE TKO reasonably informed regarding with respect to the status conduct of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without of the permission of HSE (which will not Transferred Entities that it controls, TKO shall be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status entitled to reasonable participation rights in respect of any such Tax Contest (which participation shall be undertaken at TKO’s own expense), and the EDR Parties shall not settle, compromise or otherwise resolve (or take any action that relates to a Straddle Period, (Bwould resolve the allocation of liability for) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent that it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period controls without the permission prior written consent of Representative TKO (which will not to be unreasonably withheld, conditioned or delayed). TKO shall control any Tax Contest of a Transferred Entity that the EDR Parties do not control pursuant to this Section 8.05, provided that TKO shall keep the EDR Parties reasonably informed with respect to the conduct of any Tax Contest that TKO controls, the EDR Parties shall be entitled to reasonable participation rights in respect of such Tax Contest (which participation shall be undertaken at the EDR Parties’ own expense), and TKO shall not settle, compromise or otherwise resolve (or take any action that would resolve the allocation of liability for) any Tax Contest that could reasonably be expected to adversely impact the EDR Parties of any of their Affiliates without the prior written consent of the EDR Parties (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, TKO and the EDR Parties agree (on behalf of themselves and all of their Affiliates (including, with respect to TKO and the Transferred Entities for periods after the Closing)) that all contractual indemnification or reimbursement obligations (for the avoidance of doubt, excluding this Agreement), if any, included in the organizational documents or shareholder agreements governing the Transferred Entities requiring the EDR Parties (or any of their Affiliates or direct or indirect equity holders) to indemnify or reimburse any Transferred Entity, or conditionedrequiring any Transferred Entity to indemnify or reimburse any EDR Party, with respect to Tax shall be void and of no further force or effect as of the Closing (provided, that this sentence shall not modify the obligations of any person pursuant to the express terms of this Agreement).

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Purchaser shall inform Sellers of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which Purchaser may be entitled to indemnity from Sellers hereunder. With respect to any such Tax ContestContest for which the Seller Representative acknowledges in writing that Sellers are liable for all Damages relating thereto, (A) the Seller Representative shall be entitled to control such Tax Contest in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated with counsel satisfactory to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestPurchaser; provided, however, that (Ax) HSE the Seller Representative shall keep promptly notify Purchaser in writing of its intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of the Company for a Tax period beginning before and ending after the Closing Date, the Seller Representative reasonably informed regarding the status of and Purchaser shall jointly control all proceedings taken in connection with any such Tax Contest, and (z) if any Tax Contest that relates could reasonably be expected to a Straddle Periodhave an adverse effect on Purchaser, (B) Transferorthe Company, at the sole cost and expense or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Closing Date, the Tax Contest shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to the Sellers of the commencement of any Tax Contest and the Seller Representative does not, within thirty (30) Business Days after the Purchaser’s notice is given, give notice to the Purchaser of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the Sellers’ indemnification obligations hereunder), the Sellers shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Purchaser. A failure of the Purchaser to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent it relates that the Sellers can demonstrate that any Damages relating to a Straddle Period such Tax Contest would likely have been less if they had controlled such Tax Contest. Purchaser and (C) HSE shall not allow the Company shall use their reasonable efforts to settle or otherwise resolve any provide the Seller Representative with such assistance as may be reasonably requested by the Seller Representative in connection with a Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without jointly by the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Seller Representative.

Tax Contests. (i) If any Governmental Entity issues to If, following the Closing Date, Buyer or the Company (A) a receives from any Taxing Authority written notice of its intent any Tax Contest relating to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) Seller Taxes, Buyer shall provide a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt copy of such communication from the Governmental Entity within thirty notice to Seller as soon as reasonably practicable (30and no later than ten (10) days after receipt); provided, that Buyer’s failure to so provide a copy of receipt. No failure or delay of HSE in such notice to Seller shall not affect any Buyer Indemnitee’s right to receive indemnification under Section 9.2(a) except to the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor extent that Seller is actually materially prejudiced by such failure or delayfailure. (ii) Representative Seller shall control any audit or other legal proceeding in respect of have the right, at its sole cost and expense, to control, any Tax Return or Taxes of the Company (a “Tax Contest”Contest described in Section 9.2(c)(i) that relates solely to Seller Taxes. To the extent a Pre-Closing Tax Period; providedContest relates in part to Seller Taxes, that with respect if reasonably practicable, the Buyer shall and shall cause the Company to use reasonable best efforts to cooperate to split such Tax Contest into two Tax Contests one of which relates solely to the Seller Taxes. Seller shall not settle any such Tax ContestContest without the prior written consent of Buyer, (A) Representative which consent shall control such Tax Contest in good faithnot be unreasonably withheld, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative conditioned or delayed. Seller shall keep HSE Buyer reasonably informed regarding of the status progress of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and shall provide copies of all material written communications with any Taxing Authority related to such Tax Contest. (Eiii) Transferor Seller shall have the right, at its sole cost and expense, to participate in, but not settle or otherwise resolve control, any Tax Contest described in Section 9.2(c)(i) that Seller does not control pursuant to Section 9.3(c)(i) to the extent such Tax Contest could result in Seller Taxes. Buyer shall not settle, resolve, or abandon, or allow the Company to settle, resolve, or abandon any such Tax Contest in a manner that results in a Seller Tax without the permission consent of HSE (Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE . Buyer shall keep Representative Seller reasonably informed regarding of the status progress of any such Tax Contest that relates to a Straddle Period, (B) Transferor, at the sole cost and expense of Transferor, shall have the right to participate in any such Tax Contest to the extent it relates relating to a Straddle Period Seller Taxes and (C) HSE shall not allow the Company provide copies of all material written communications with any Taxing Authority related to settle or otherwise resolve any such Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)extent relating to Seller Taxes.

Tax Contests. (i) If any Governmental Entity issues to Lufkin shall inform the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes Sellers of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect commencement of any Tax Return audit, examination or Taxes of the Company proceeding (a “Tax Contest”) that relates relating in whole or in part to a Pre-Closing Tax Period; provided, that with Taxes for which Lufkin may be entitled to indemnity from the Sellers hereunder. With respect to any such Tax Contest, (A) Representative shall control such Tax Contest for which: (i) the Sellers acknowledge in writing that the Sellers are liable under Article 8 for all Losses relating thereto and (ii) Lufkin reasonably believes that the Sellers will indemnify Lufkin for all such Losses, the Sellers shall be entitled to control, in good faith, (B) all costs and expenses proceedings taken in connection with such Tax Contest shall be allocated Claim with counsel satisfactory to Transferor, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax ContestLufkin; provided, however, that (Ax) HSE the Sellers shall keep Representative reasonably informed regarding promptly notify Lufkin in writing of its intention to control such Tax Contest, (y) in the status case of a Tax Contest relating to Taxes of the Company for a Tax period beginning before and ending after the Effective Date, the Sellers and Lufkin shall jointly control all proceedings taken in connection with any such Tax Contest that relates and (z) if any Tax Contest could reasonably be expected to a Straddle Periodhave an adverse effect on Lufkin, (B) Transferorthe Company, at the sole cost and expense or any of Transferor, shall have the right to participate their Affiliates in any Tax period beginning after the Effective Date, the Tax Contest shall not be settled or resolved without Lufkin’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to the Sellers of the commencement of any Tax Contest and the Sellers do not, within ten (10) Business Days after Lufkin’s notice is given, give notice to Lufkin of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligations hereunder of the Sellers), the Sellers shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Lufkin. The failure of Lufkin to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent it relates to that the Sellers can demonstrate actual loss and prejudice as a Straddle Period result of such failure. Lufkin and (C) HSE shall not allow the Company shall use their reasonable efforts to settle or otherwise resolve any provide the Sellers with such assistance as may be reasonably requested by the Sellers in connection with a Tax Contest if such settlement controlled solely or other resolution relates to Taxes for a Straddle Period without jointly by the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)Sellers.

Tax Contests. (iSchedule 4.4(j) If any Governmental Entity issues to attached hereto sets forth the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes appeals of the Company Real Estate Taxes and/or assessments for any period ending on or before the Closing Date or (B) a written notice certain Properties that remain pending as of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30i) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced filed by such failure or delay. Seller and (ii) Representative to Seller’s knowledge, filed by a tenant of an individual Property or the municipality having jurisdiction over such Property. Seller shall control have the right to prosecute any audit appeals for the tax years prior to the tax year in which the Closing occurs, and may take related actions which Seller, in its reasonable discretion, deems appropriate in connection with appeals of tax years prior to the tax year in which the Closing occurs; provided that Seller may not take any action (including, without limitation, entering into any settlement or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”agreement) that relates to a Pre-Closing Tax Period; provided, that with respect to any such appeal without Purchaser’s approval that could directly result in an increase in the Real Estate Tax Contestassessment for 2022 (and, (Afor the avoidance of doubt, an increase to the Real Estate Tax assessment for 2022 resulting from an increase to the Real Estate Tax assessment for tax years prior to 2022 as a result of Seller’s ongoing appeal shall not be a deemed to be a “direct” increase in the Real Estate Tax assessment) Representative shall control to an amount that exceeds the amount that would have been payable absent such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative appeal by Seller. Seller shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferor shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative Purchaser reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) Transferorappeal. Purchaser shall reasonably cooperate with each Seller, at Seller’s cost, in connection with such appeal and collection of a refund of Real Estate Taxes paid. Each Seller owns and holds all right, title and interest in and to such applicable appeal and refund pertaining to all tax years prior to the sole cost tax year in which the Closing occurs (subject to any amounts required to be refunded to tenants of the Property pursuant to their respective Leases), and expense all amounts payable in connection therewith shall be paid directly to the applicable Seller by the applicable authorities. If such refund or any part thereof is received by Purchaser, Purchaser shall promptly pay such amount to the applicable Seller. Any refund received by Seller or Purchaser attributable to the Real Estate Taxes due and payable in the tax year in which the Closing occurs shall be distributed as follows: first, to reimburse Seller and Purchaser, respectively, for all costs incurred in connection with the appeal (or in the event of Transferor, shall have a reduction of the right to participate in Real Estate Tax assessment for any such Tax Contest period prior to the extent it relates due date of any such Real Estate Tax, the expenses therefor shall be reconciled between Seller and Purchaser based on their respective periods of ownership); second, with respect to a Straddle Period refunds payable to tenants of the applicable Real Property pursuant to the applicable Leases, to such tenants in accordance with the terms of such Leases; and (Cfinally, to Seller and Purchaser pro rata for each party’s period of ownership. This Section 4.4(j) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned)survive Closing.

Tax Contests. (i) If any Governmental Entity issues to If, after the Company (A) a written Closing Date, Purchaser receives notice of its intent to an audit or conduct another legal administrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes of the Company for related to any taxable period ending on or before prior to the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferor pursuant to this Agreement unless Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company Effective Time (a “Tax Contest”), Purchaser shall notify Seller within ten (10) that relates to a Pre-Closing Tax Perioddays of receipt of such notice; provided, that with respect the failure of Purchaser to provide such notice will not relieve Seller of its obligations under this Agreement except to the extent such failure results in insufficient time being available to permit Seller to effectively defend against or participate in a Tax Contest or otherwise prejudices Seller’s ability to defend against or participate in a Tax Contest. Seller shall have the option, at its sole cost and expense, to control any such Tax Contest, Contest and may exercise such option by providing written notice to Purchaser within fifteen (A15) Representative shall control days of receiving notice of such Tax Contest in good faithfrom Purchaser; provided, that if Seller exercises such option, Seller shall (Bi) all costs and expenses in connection with such Tax Contest shall be allocated to Transferor, (C) Representative shall keep HSE Purchaser reasonably informed regarding of the status progress of such Tax Contest, (Dii) HSEpermit Purchaser (or Purchaser’s counsel) to participate, at the Purchaser’s sole cost and expense of HSEexpense, shall have the right to participate in any such Tax Contest Contest, including in meetings with the applicable Governmental Authority, and (Eiii) Transferor shall not settle or otherwise resolve settle, compromise and/or concede any portion of such Tax Contest without the permission prior written consent of HSE (Purchaser, which will consent shall not be unreasonably withheld, conditioned or delayed. If, after the Closing Date, Purchaser receives notice of an audit or conditionedadministrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (a “Straddle Period Tax Contest”). , Purchaser shall notify Seller within ten (iii10) HSE and the Company days of receipt of such notice. Purchaser shall control any other Straddle Period Tax Contest; provided, however, that Purchaser shall (Ax) HSE shall keep Representative Seller reasonably informed regarding of the status progress of any such Straddle Period Tax Contest that relates to a Straddle PeriodContest, (By) Transferorpermit Seller (or Seller’s counsel) to participate, at the Seller’s sole cost and expense expense, in such Straddle Period Tax Contest, including in meetings with the applicable Governmental Authority and (z) not settle, compromise and/or concede any portion of Transferor, shall have the right to participate in any such Straddle Period Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission prior written consent of Representative (Seller, which will consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).