Common use of Tax Contests Clause in Contracts

Tax Contests. Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (i) If any Governmental Body asserts a Claim in respect of Taxes, then the party hereto first receiving notice of such Claim promptly shall inform Seller provide written notice thereof to the other party or parties hereto; provided, however, (A) in the case of such a notice first received by Buyer or the commencement of any auditCompany following the Closing, examination or proceeding relating in whole or in part written notice to Shareholder shall only be required if such notice relates to Taxes for which Seller Shareholder could be responsible under this Agreement and (B) that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under Article V, except to the extent that the other party is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will actually prejudiced thereby. (ii) Shareholder shall have the rightright to control, at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment other proceeding by or against any Governmental Body (a “Tax Proceeding”) in respect of the Company for any taxable period that ends on or before the Closing Date; provided, however, that (A) Shareholder shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax for which Seller is responsible Proceeding, (B) Shareholder shall consult with Buyer and keep Seller informed offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding and Shareholder shall consider any such comments in good faith, (C) Shareholder shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) Buyer shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of progress in any written materials relating to such Tax Proceeding received from the proceedings relevant Taxing Authority, and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (E) Shareholder shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To , to the extent such settlements, compromises or abandonments could affect any Taxes for any Post-Closing Tax Period or otherwise adversely impact Buyer. (iii) Buyer shall have the right to control, at its own expense, any Tax Proceeding for a Straddle Period of the Company; provided, however, that there is (i) Buyer shall provide Shareholder with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Buyer shall consult with Shareholder and offer Shareholder an inconsistently between opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Shareholder shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on Shareholder, and (v) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment could reasonably be expected to have an adverse impact on Shareholder. (iv) Buyer shall have the exclusive right to control (A) any Tax Proceeding involving the Company (except to the extent otherwise set forth in Section 11.06 4.10(b)(ii) or (iii)) and this (B) any Tax Proceeding described in Section 9.03 as it relates to a 4.10(b)(ii) if Shareholder fails to, or elects not to, defend diligently such Tax Contest, the provisions of Section 9.03 shall governProceeding.

Tax Contests. Purchaser (i) If a claim shall inform Seller be made by any Taxing Authority (a “Tax Claim”) which, if successful, would reasonably be expected to result in an indemnity payment pursuant to Section 6.5(d), the indemnified party shall promptly notify the indemnifying party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim); provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent the indemnifying party is prejudiced thereby and expenses are incurred during the period in which notice was not provided. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. correspondence received from the Taxing Authority. (ii) With respect to any such TaxTax Claim relating to a Conveyed Subsidiary (or any Subsidiary thereof) for any Tax period ending on or before the Closing Date, to Seller Parent (or any Subsidiary thereof) for any taxable period, or with respect to, a Seller Combined Tax Return, Seller will have Parent shall control all Tax Proceedings and shall make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the rightforegoing, at its sole cost may pursue or forego any and expenseall administrative appeals, to control (proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Tax Liability and xxx for a refund or contest the Tax Claim; provided, that in the case of such Tax Proceeding with respect to a Pre-Calculation Date Tax Period) or participate in (in the case Return of a Straddle PeriodConveyed Subsidiary (or any Subsidiary thereof) the prosecutionother than a Seller Combined Tax Return, settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified Purchaser in writing of its intention to control or participate in not settle such Tax Contest. Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of Purchaser will or its Subsidiaries (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Conveyed Subsidiaries and experts and any Subsidiary thereof after the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyClosing), and send Seller copies promptly upon receipttaking into account any indemnification for Tax Liabilities under this Agreement, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. In the case of any such Tax Proceeding with respect to a Conveyed Subsidiary (or a Subsidiary thereof), Seller Parent shall (x) notify Purchaser of Seller. To any material development with respect to any such Tax Proceeding, (y) provide Purchaser with copies of any material documents submitted in connection with such Tax Proceeding and (z) notify Purchaser regarding any material action to be taken by Seller Parent with respect to such Tax Proceeding (and take Purchaser’s comments into consideration in good faith), in each case, solely to the extent relating to matters or aspects of such Tax Proceeding that there is an inconsistently between Section 11.06 would reasonably be expected to materially increase the Tax Liability of a Conveyed Subsidiary (or a Subsidiary thereof) in a Post-Closing Tax Period. (iii) In the case of any Tax Proceeding relating to Taxes of the Conveyed Subsidiaries (and this Section 9.03 as it relates to a Tax Contesttheir Subsidiaries) for any Straddle Period, the provisions Controlling Party shall have the right and obligation to conduct such Tax Proceeding; provided that the Controlling Party shall (u) notify the Non-Controlling Party of Section 9.03 any material development with respect to such Tax Proceeding, (v) provide the Non-Controlling Party with copies of any material documents submitted in connection with such Tax Proceeding, (w) consult with the Non-Controlling Party before submitting any written materials or taking any significant action in connection with the conduct of such Tax Proceeding, (x) provide, to the extent possible, for the Non-Controlling Party to participate in such Tax Proceeding at its own expense, (y) defend such Tax Proceeding diligently and in good faith, and (z) not settle any such Tax Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of the Non-Controlling Party or its Affiliates (taking into account any indemnification for Tax Liabilities under this Agreement), without the prior written consent of the Non-Controlling Party, which consent shall governnot be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Controlling Party” shall mean Seller Parent if Seller Parent and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller Parent or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any auditrelevant correspondence received from the Taxing Authority. However, examination failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or proceeding relating in whole or in part (ii) forfeited rights and defenses otherwise available to Taxes for which the Indemnifying Party as a result of such failure. 9.4.2 Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightsole right to defend or prosecute, at its sole cost cost, expense and expenserisk, any Tax Claim attributable to control a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Calculation Date Tax Closing Period) or participate in (in . In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period) the prosecution. With respect to a Tax Claim attributable to a Straddle Period, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the Seller’s prior written consent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of Seller. To attorney required to contest such Tax Claim. 9.4.3 In the extent case of any Tax Claim that there is an inconsistently between Section 11.06 and defended or prosecuted to a Final Determination pursuant to this Section 9.03 as it relates to a Tax Contest9.4, the provisions party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 9.03 5.11 shall governpay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. Purchaser shall inform (i) The Buyer agrees to give prompt written notice to the Seller of the commencement of if it or any Buyer Indemnitee receives any communication or notice with respect to any audit, examination review, examination, assessment, or any other administrative or judicial proceeding relating in whole with the purpose or in part effect of re-determining Taxes of or with respect to Taxes an Acquired Entity (including any administrative or judicial review of any claim for refund) for which the Seller is responsible may be required to indemnify any Purchaser Indemnified Party provide indemnification pursuant to this Agreement. With respect to any such Tax, Agreement (a “Tax Contest”). (ii) The Seller will shall have the rightright to control and defend the conduct of any Tax Contest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, (B) the Buyer may monitor and observe (and retain separate counsel at its sole cost and expenseexpense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in extent the case of a Straddle Period) the prosecutioncircumstances allow, settlement or compromise of having an opportunity to review any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action written materials prepared in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Pre-Closing Tax Contest and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller right to attend any meetings conferences relating thereto, and scheduled calls with (C) the Governmental Authorities to the extent Seller is will not controlling the proceedings. Purchaser shall not settle, settle or consent to the entry of a judgment of any order, ruling, decision, or compromise any audit, examination other similar determination or proceeding relating finding with respect to Taxes for which it is entitled to indemnification hereunder such Pre-Closing Tax Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (iii) of Seller. To The Buyer shall have the extent right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the provisions Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.7(i)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of Section 9.03 doubt, accountants) of its choice; provided, that, with respect to any Tax items in the Other Tax Contest for which the resulting Tax liability the Seller would be required to provide indemnification pursuant to this Agreement, (A) the Buyer shall governkeep the Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) the Seller may assume joint control and retain separate co-counsel at its sole cost and expense and participate in the defense of such Tax items in the Other Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) the Buyer will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax items in the Other Tax Contest without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned, or delayed).

Tax Contests. Purchaser shall inform Seller (a) DTE or Spinco, as applicable, shall, within 10 business days of the commencement becoming aware of any audit, examination Transaction Tax Contest or proceeding relating in whole or in part Tax Contest that could reasonably be expected to Taxes for which Seller is responsible cause the other Party to indemnify any Purchaser Indemnified Party pursuant to have an indemnification obligation under this Agreement. With respect , notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to any such Tax, Seller will have the right, at its sole cost Indemnifying Party copies of notices and expense, communications relating to control (in the case relevant portions of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (and will cause the Acquired Entity to) take such action in connection with or to promptly forward any such proceeding that Seller reasonably requestsnotices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities except to the extent Seller that the Indemnifying Party shall have been actually prejudiced by such failure. (b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is not controlling responsible for preparing pursuant to Section 3.01(a). Notwithstanding the proceedings. Purchaser foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not settle, consent to the entry of a judgment of accept or compromise enter into any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settlement without the prior written consent (of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) DTE shall have the exclusive right to control the conduct and settlement of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a any Transaction Tax Contest; provided, that where the provisions conduct or settlement of Section 9.03 any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall governnot accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

Tax Contests. Purchaser shall inform Seller (A) If, following the Closing Date, Parent, the Surviving Corporation or any of the commencement Group Companies receives from any Taxing Authority written notice of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With Tax Contest with respect to which the Parent, the Surviving Corporation, or the other Group Companies may reasonably have any liability for Pre-Closing Taxes, Parent shall promptly provide a copy of such Taxnotice to the Stockholders’ Representative; provided, Seller will that Parent’s failure to promptly provide a copy of such notice to the Stockholders’ Representative shall not affect the Parent Indemnitee’s right to receive indemnification under Section 8.2(a) except to the extent the Stockholders’ Representative has been actually and materially prejudiced as a result of such failure. (B) The Stockholders’ Representative shall have the right, at its sole expense, to control, manage and be responsible for any Tax Contest to the extent that such Tax Contest relates solely to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period Stockholders’ Representative shall keep Parent informed of all material developments regarding such Tax Contest. Parent and the Surviving Corporation may participate in such Tax Contest and the Stockholders’ Representative shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Surviving Corporation and Parent, which consent will not be unreasonably withheld, conditioned or delayed. The Stockholders’ Representative shall keep the Surviving Corporation and Parent informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests. (C) With respect to any Tax Contest relating to Taxes or Tax Returns of a Straddle Period or within the scope of Section 8.2(d)(iii)(B) which Stockholders’ Representative does not elect to control, Parent shall, solely at Parent’s own cost and expense, control all proceedings in connection with such Tax Contest (including selection of counsel); provided, however, that to control (the extent that any such Tax Contest relating to Taxes or Tax Returns of a Straddle Period and reasonably be expected to result in the case Stockholders being liable for any amounts hereunder, (x) Parent shall keep Stockholders’ Representative informed of a Pre-Calculation Date all material developments regarding such Tax PeriodContest, (y) or Stockholders’ Representative and its counsel (at the Stockholders’ expense) may participate in (in but not control the case of a Straddle Periodconduct of) the prosecution, settlement or compromise defense of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (z) Parent shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Tax Contest without the prior written consent (of Stockholders’ Representative, which consent shall not be unreasonably withheld withheld, conditioned, or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (i) The Parties shall inform Seller of the commencement promptly notify one another upon receipt of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any written notice of an claim, audit, examination, claim proceedings or assessment for any other Taxes relating to Tax for which Seller is responsible matters of (i) HoldCo and keep Seller informed of progress in the proceedings its Subsidiaries; or (ii) New PubCo, WWE, and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities WWE Subsidiaries to the extent Seller is not controlling it could reasonably be expected to give rise to any indemnification claim pursuant to this Section 6.14 (each, a “Tax Matter”). For the proceedings. Purchaser avoidance of doubt, no failure or delay in providing such notice shall limit any person’s remedies in connection with this Agreement except to the extent of prejudice faced by any other Party as a result of such delay. (ii) HoldCo shall have right to control the conduct of any Tax Matter; provided, that HoldCo shall keep each of New PubCo and EDR reasonably apprised regarding its conduct of a Tax Matter, shall offer New PubCo and EDR reasonable participation rights with respect to any Tax Matter in respect of items subject to indemnification under the terms of this Agreement, and shall not settle, consent to the entry of a judgment of or compromise settle any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Tax Matter without the prior written consent of each of New PubCo and EDR (such consent, in each case, not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything else in this Agreement or in the operating agreement of HoldCo or any of its Affiliates, (i) with respect to any Tax audit, examination, proceeding or other action relating to income Tax matters pertaining to HoldCo or its Subsidiaries in respect of Pre-Closing Tax Periods, after the Closing, without the prior written consent of EDR OpCo (which consent shall not may be unreasonably withheld in the sole discretion of EDR OpCo), in no event will HoldCo make (or delayedcause to be made) any election under Section 6226 of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the Code (or any similar “push out” election under provisions of Section 9.03 state, local or non-U.S. Law) or undertake any other alternative to the payment of an Imputed Underpayment, and the relevant entity shall governinstead pay such Imputed Underpayment at the entity level; and (ii) in no event will HoldCo or any of its Affiliates be entitled to enforce any obligation of EDR OpCo or any other owner of equity interests in HoldCo or its Subsidiaries that was entered into prior to the Closing and is not pursuant to this Agreement or any Ancillary Agreement or the Services Agreements to indemnify, reimburse, or otherwise pay to HoldCo or any of its Subsidiaries with respect to any Tax or underpayment of Tax in respect of Pre-Closing Periods without the prior written consent of EDR OpCo (which consent may be withheld in EDR OpCo’s sole discretion).

Tax Contests. Purchaser (a) An Indemnified Party shall inform Seller promptly notify the Indemnifying Party of the commencement of any audit, examination Tax Contest that could reasonably be expected to (i) obligate the Indemnifying Party to make an Indemnity Payment or proceeding relating in whole (ii) cause the Indemnifying Party or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Subsidiaries to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with incur any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled not indemnified under this Agreement. A failure by an Indemnified Party to give notice under this Section 4.05(a) shall not relieve the Indemnifying Party’s indemnification hereunder obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) Except as provided in Section 4.05(c), Sporting shall have the exclusive right to control the conduct and settlement of any Tax Contest relating to any Sporting Separate Tax Return not set forth on Schedule 4.01(a), and ATK shall have the exclusive right to control the conduct and settlement of all other Tax Contests. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to obligate any Party to make an Indemnity Payment, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnified Party shall not accept or enter into any settlement that would obligate the Indemnifying Party to make an Indemnity Payment without the prior written consent (of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) ATK and Sporting shall have the right to control jointly the conduct and settlement of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 any Tax Contest insofar as it relates to a Transaction Taxes. Notwithstanding the foregoing, ATK shall be entitled to control exclusively the conduct and settlement of any Tax Contest insofar as it relates to Transaction Taxes if ATK notifies Sporting that (notwithstanding the rights and obligations of the Parties set forth elsewhere in this Agreement) ATK agrees to (i) waive its rights to indemnification for Transaction Taxes under Article III and (ii) pay, and indemnify all of the members of the Sporting Separate Group from and against, any Transaction Taxes resulting from such Tax Contest insofar as it relates to Transaction Taxes. (d) Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the provisions definition of Section 9.03 Transaction Taxes, which shall governbe governed by Article III.

Tax Contests. Purchaser If a claim is made in writing against any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, such Tax Indemnitee shall inform Seller promptly notify Lessee in writing, provided that, without prejudice to any rights or claims for damages Lessee may have as a result of such failure, the failure to so notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, if requested by Lessee in writing within thirty (30) days after receipt by Lessee of a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and if such contest by such Lessee in the name of such Lessee is not permissible or allowed, shall, at the request of Lessee, permit such Lessee to contest in the name of the commencement Tax Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's fees and disbursements and costs of administrative and judicial proceedings, and the amount of any auditinterest or penalties which may be payable as a result of contesting such claim, examination (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or proceeding relating loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Item of Equipment unless Lessee shall have made provision against such risk in whole a manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax Indemnitee shall not have determined, based on an opinion of such Tax Indemnitee's counsel, that such action is reasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in part any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its obligations under this Section 10.3.6, Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Seller Lessee is responsible not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any Purchaser Indemnified Party part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid by such Lessee or with funds provided by Lessee prior to the receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this Agreement. With respect sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or credited had not been imposed; provided further, that a Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such TaxTax Indemnitee, Seller will provided further, however, that such Tax Indemnitee shall pay any amounts that it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as Lessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the rightoption of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, at its sole cost and expense, after which such Tax Indemnitee shall pay such amount to control (in Lessee. Any Tax Indemnitee shall be entitled to settle any claim that is the case subject of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification contest hereunder without the prior written consent (of Lessee provided that, in so doing, such Tax Indemnitee shall waive any rights to indemnification by Lessee with respect to such settled claim and any other claim the contest of which consent would be precluded as a result of such settlement hereunder and shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 repay to Lessee any amounts advanced to pay such contested Taxes with interest actually received in respect thereof and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governrelease any undertaking required hereunder.

Tax Contests. Purchaser shall inform Seller (a) Subject to Section 6.1(b), in the event of a Tax Contest concerning the commencement amount of any audit, examination or proceeding relating in whole or in part to Taxes Tax liability for which Seller Semiconductor is responsible to indemnify any Purchaser Indemnified Party or could be liable pursuant to this AgreementAgreement or refund due to or in respect of such Tax liability (including but not limited to the Semi Spin Taxes), C-Cube hereby expressly grants to Semiconductor the authority to act on behalf of C-Cube and the Affiliated Group in matters related to such Tax liability. With Subject to Section 6.1(b), the parties hereby expressly appoint (subject to the consent of the relevant Taxing Authority) Semiconductor to act as agent for the Affiliated Group in any Tax Contest related to such Tax liability. Following receipt from Harmonic of notice of the existence of such a Tax Contest and subject to Section 6.1(b), Semiconductor shall have the responsibility with respect to any such TaxTax Contest and shall handle such Tax Contest in a prudent and diligent manner; provided, Seller will have however, that Harmonic shall be given copies of all correspondence with the rightrelevant Taxing Authority promptly upon receipt or transmission of such correspondence, and shall receive reasonable advance notice of and opportunity to participate in, at its sole cost and expense, all meetings and proceedings pertaining to control such Tax Contest, and shall be consulted prior to the making or accepting (in the case of a Pre-Calculation Date Tax Periodtentatively or otherwise) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention offers to control or participate in settle such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsNo decision to pursue, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlysettle, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for appeal any Tax Contest, Group Refund Claim or other claim for which Seller is responsible and keep Seller informed refund of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Tax related shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder be made by Semiconductor without the prior written consent (approval of C-Cube, which consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding the foregoing, until such time as C-Cube receives notice that the Taxing Authority intends to raise issues with respect to which Semiconductor could have liability hereunder, C-Cube shall be entitled to deal directly with such Taxing Authority. Semiconductor and C-Cube shall each bear their own costs (including attorneys and accountants fees) in carrying out their responsibilities under this Section 6.1(a). (b) Semiconductor shall, as a condition to exercising its authority under Section 6.1(a) above, acknowledge in a writing reasonably satisfactory to C-Cube its obligation to indemnify C-Cube on an After-Tax Basis for any Tax liability arising from such Tax Contest and for which Semiconductor is liable under this Agreement. Harmonic shall have the right to assume the defense of Sellerany Tax Contest described in Section 6.1(a) in the event it reasonably determines that cause exists for doing so, and Semiconductor shall reimburse Harmonic for all reasonable out of pocket costs in assuming such defense. To Cause shall be deemed to exist if (i) Harmonic reasonably determines that its interests would be jeopardized by a failure of Semiconductor to adequately defend a Tax Contest in a prudent and diligent manner (including by failure to make the acknowledgment in the first sentence of this Section 6.1(b)), (ii) Harmonic gives written notice of its determination, and (iii) Semiconductor fails to act within 10 days of such notice to cure the defect cited by Harmonic in such notice; provided, however, that clauses (ii) and (iii) shall not apply if and to the extent that there is an inconsistently between Section 11.06 Harmonic reasonably determines that providing such notice and this Section 9.03 as it relates to awaiting Semiconductor's response would materially jeopardize Harmonic's interests. In the event Harmonic has assumed the defense of a Tax ContestContest for cause, Semiconductor shall reassume the provisions defense of Section 9.03 such Tax Contest upon providing proof reasonably satisfactory to Harmonic that it shall governadequately defend such Tax Contest and payment to Harmonic of all reasonable costs incurred in assuming such defense and defending such Tax Contest in the interim; provided, however, that Semiconductor shall be given no more than one opportunity to reassume the defense of any Tax Contest during any twelve-month period.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Pre-Calculation Date Tax PeriodProceeding of or with respect to any member of the Commercial Air Group involving a Tax Claim (other than a Tax Proceeding described in Section 7.5(c) with respect to which Seller has not made an election pursuant to the second sentence in Section 7.5(c)), Purchaser shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that if the Tax Proceeding could be expected to give rise to a claim for indemnity against Seller (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or participate furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the case of a Straddle Periodonly Party in interest in connection with such Tax Proceeding, (v) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. relevant taxing authority, and (vi) Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects any Tax Proceeding with respect to (i) any Tax Return of Sellerany member of the Seller Group, (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) or (iii) any Taxes for which Seller is fully or partially responsible under Section 7.1 including any Shared Restructuring Taxes). To the extent Upon written notice to Purchaser, Seller may elect to have Purchaser conduct any Tax Proceeding that there is an inconsistently between Section 11.06 and Seller would otherwise be entitled to control under this Section 9.03 as it relates 7.5(c). In the event that Seller elects to have Purchaser conduct a Tax ContestProceeding pursuant to the preceding sentence of this Section 7.5(c), Purchaser shall conduct such Tax Proceeding and the provisions of Section 9.03 7.5(b) shall governapply with respect to such Tax Proceeding.

Tax Contests. Purchaser (a) The party obliged to provide indemnification under this Section 9.7 (the "Tax Indemnitor") shall inform Seller of assume and direct the commencement defense or settlement of any audithearing, examination arbitration, suit or other proceeding relating (each a "Tax Contest") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability with respect to which the Tax Indemnitor would have an indemnification obligation under this Section 9.7 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 9.7 (the "Tax Indemnified Party") shall have the right to participate, as its own cost and expense, in whole the defense of such Tax Contest, it being understood that the Tax Indemnitor shall control such Tax Contest. (b) The Tax Indemnitor shall pay all out-of-pocket expenses and other costs related to the Tax Indemnification Liability, including but not limited to reasonable fees for attorneys, accountants, expert witnesses or in part to Taxes for which Seller is responsible to indemnify any Purchaser other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party pursuant to this Agreement(other than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. With respect to To the extent that any such Taxexpenses and other costs have been or are paid by a Tax Indemnified Party, Seller will the Tax Indemnitor shall promptly reimburse the Tax Indemnified Party therefor. (c) Any Tax Indemnified Party shall give written notice to the Tax Indemnitor of any settlement proposed by the Taxing authority. The Tax Indemnitor shall have the right, at in its sole cost and expensediscretion, to control (in settle any claim for which indemnification has been sought under this Section 9.7; provided, however, that the case of a Pre-Calculation Date Tax Period) Indemnitor shall not enter into any settlement, closing agreement or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention other agreement with respect to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls liability with the Governmental Authorities respect to the extent Seller is not controlling Business, the proceedings. Purchaser shall not settle, consent to Transferred Assets or the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Transferred Subsidiaries without the prior written consent of the Tax Indemnified Party (which such consent shall not to be unreasonably withheld or delayed) of Seller. To if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, Indemnified Party for taxable periods or portions thereof beginning on or after the provisions of Section 9.03 shall governClosing Date.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim shall inform Seller promptly (and in any event within fifteen (15) Business Days) provide written notice thereof to the 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 obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which correspondence received from the taxing authority. (b) The Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightsole right to control, at its sole cost and own expense, any Income Tax audit, examination, contest, litigation or other proceeding by or against any taxing authority (an "Income Tax Proceeding") in respect of the Company and its Subsidiaries for any taxable period that ends on or before the Closing Date; provided, however, to control (in the case extent such Income Tax Proceeding relates to a separate state or local Tax Return of the Company or its Subsidiaries and if Purchaser notifies Seller that it reasonably believes that such Income Tax Proceeding could reasonably be expected to have a Prematerial adverse effect on the Purchaser, the Company and its Subsidiaries or their respective Affiliates for a Post-Calculation Date Tax Closing Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified consult in good faith with Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such before taking any significant action in connection with any such proceeding and Purchaser shall be entitled to participate, at its own expense, in such Income Tax Proceeding. (c) In the case of an Income Tax Proceeding for a Straddle Period, the Purchaser shall have the right to control, at its own expense, such Income Tax Proceeding; provided, however, that (i) the Purchaser shall consult with the Seller reasonably requestsbefore taking any significant action in connection with such Income Tax Proceeding, including (ii) the selection of counsel Purchaser shall consult with the Seller and experts offer the Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Income Tax Proceeding, (iii) the Purchaser shall defend such Income Tax Proceeding diligently and in good faith as if it were the execution of powers of attorney. Purchaser will only party in interest in connection with such Tax Proceeding, (and will cause iv) the Acquired Entity to) inform Seller promptlyshall be entitled to participate in such Income Tax Proceeding, at its own expense, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), assume the entire defense of such Income Tax Proceeding, and (v) the Purchaser shall not settle, compromise or abandon any such Income Tax Proceeding without obtaining the prior written consent of the Seller. To , such consent shall not be unreasonably withheld or delayed, and shall not be necessary to the extent that there is an inconsistently between the Purchaser has indemnified the Seller against the effect of such settlement. (d) Except as provided in Section 11.06 7.11, the Purchaser shall have the right to control, at its own expense, (i) any Income Tax Proceeding involving the Company or any of its Subsidiaries (other than any Income Tax Proceeding described in Section 7.10(b) or (c)), and this Section 9.03 as it (ii) any tax proceeding relating to Non-Income Taxes, and the Seller shall have no information, consultation, participation, consent or other rights with respect to such tax proceedings; provided, however, to the extent such Income Tax Proceeding relates to a separate state or local Tax ContestReturn of the Company or its Subsidiaries and if Seller notifies Purchaser that it reasonably believes that such Income Tax Proceeding could reasonably be expected to have a material adverse effect on the Seller or its Affiliates for a Pre-Closing Period, the provisions of Section 9.03 Purchaser shall governconsult with Seller in good faith before taking any significant action in connection with such Income Tax Proceeding and Seller shall be entitled to participate, at its own expense, in such Income Tax Proceeding.

Tax Contests. Purchaser After the Closing Date, except as set forth in this Section 10.3(e), the Company shall inform Seller control the conduct, through counsel of the commencement its own choosing, of any audit, examination audit or administrative or judicial proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify involving any Purchaser Indemnified Party pursuant to this Agreement. With asserted Tax liability with respect to any such Tax, Seller will have the right, at its sole cost and expense, to control Company (in each a “Tax Contest”). In the case of a Tax Contest after the Closing Date that relates solely to income Taxes in Pre-Calculation Date Closing Tax Period) Periods, the LLC Seller may elect to control the conduct of such Tax Contest, using counsel or participate in (in accountants reasonably satisfactory to the case of a Straddle Period) Company, but the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Company shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsContest at its own expense, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform LLC Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, compromise or concede any portion of such Tax Contest that could affect the income Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without the written consent of the Company, which consent will not be unreasonably withheld, delayed or conditioned; provided that, if the LLC Seller fails to assume control of the entry conduct of a judgment any such Tax Contest within thirty (30) days following the receipt by the LLC Seller of or compromise Notice of such Tax Contest from the Purchaser, then the Company shall have the right to assume control of such Tax Contest. In the case of any audit, examination or proceeding Tax Contest relating to any Taxes for which it in a Pre-Closing Tax Period (including any Straddle Tax Period) that is entitled not controlled by the LLC Seller pursuant to indemnification hereunder this Section 10.3(e), (i) the LLC Seller shall have the right to participate in such Tax Contest at the expense of the LLC Seller and (ii) the Purchaser shall not allow the Company to settle or otherwise resolve such Tax Contest without the prior written consent (permission of the LLC Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To , in each case only to the extent that there is an inconsistently between Section 11.06 and such Tax Contest could result in the LLC Seller being liable pursuant to this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governAgreement or under applicable Law.

Tax Contests. Purchaser shall inform Seller (a) EBSI or Aptevo, as applicable, shall, within 10 business days of the commencement becoming aware of any auditTax Contest (including a Distribution Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, examination notify the other Party of such Tax Contest and thereafter promptly forward or proceeding make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in whole this Section 3.04(a) (or in part to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) Subject to Section 3.04(c), EBSI and Aptevo each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Distribution Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement or an obligation to pay Taxes directly to a Tax Authority for which Seller it is responsible to indemnify any Purchaser Indemnified Party not indemnified pursuant to this Agreement. With , then (i) the other Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Party exercises that right, the Tax Return Preparer shall not accept or enter into any settlement with respect to such portion or aspect without the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. (c) EBSI shall have the exclusive right to control the conduct and settlement of any Tax Contest relating to any Joint Return for Income Taxes. (d) EBSI shall have the exclusive right to control the conduct and settlement of any Distribution Tax Contest; provided that if the conduct or settlement of any portion or aspect of any such TaxTax Contest could reasonably be expected to cause the Aptevo Group to have an indemnification obligation under this Agreement, Seller will have the right, at its sole cost and expense, then (i) EBSI shall provide Aptevo with a reasonable opportunity to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action , including a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Tax Contest and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller providing Aptevo with copies promptly upon receipt, of any notice written materials relating to such Tax Contest received from the relevant Tax Authority and (ii) EBSI shall not accept or enter into any settlement without the consent of an auditAptevo, examinationwhich shall not be unreasonably withheld, claim conditioned or assessment for delayed. (e) In any case where the Parties control jointly the conduct and settlement of any Tax for Contest (or portion or aspect thereof): (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party, which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settlebe unreasonably withheld, conditioned or delayed, (ii) both Parties shall have a right to review and consent to the entry of a judgment of or compromise any auditto, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed, any correspondence or filings to be submitted to any Tax Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) of Seller. To and (iii) both Parties shall have the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates right to a attend any formally scheduled meetings or hearings with any Tax Contest, the provisions of Section 9.03 shall governAuthority.

Tax Contests. Purchaser Buyer and Seller shall inform Seller promptly notify each other upon receipt by such Party of the commencement written notice (a “Tax Notice”) of any auditinquiries, examination claims, assessments, audits or proceeding relating in whole or in part similar events with respect to Taxes of any Purchased Subsidiary or any Subsidiary thereof relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Seller shall have the right to control, at its own expense, the conduct of any Tax Contest for any Tax period ending on or before the Closing Date, including any settlement or compromise thereof, for which Seller is responsible may be liable under Section 6.02(a); provided, however, (i) Seller acknowledges and agrees in writing that the indemnification provisions of Section 6.02(a) apply to indemnify the Taxes in dispute, (ii) Seller shall keep Buyer reasonably informed as to the current status and progress of such settlement or defense, (iii) Seller shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned), settle or compromise any Purchaser Indemnified Party pursuant to this Agreement. With such Tax Contest if such settlement or compromise may increase the liability for Taxes of Buyer, any Purchased Subsidiary or any Subsidiary thereof in a Post-Closing Tax Period, and (iv) with respect to any such TaxTax Contest relating to a Straddle Period, Seller will Buyer shall have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will If Seller elects not to control a Tax Contest for a Tax Period ending on or before the Closing Date, (i) Seller shall notify Buyer in writing within 10 days of receiving the Tax Notice relating to such Tax Contest of its election not to control such Tax Contest, (ii) Seller shall pay the amount of its liability for any cash Taxes due (after taking into account any net operating loss or other carryforwards) relating to such Tax Contest, as calculated on the date of such election, (iii) Seller shall have no further liability with respect to such Tax Contest (provided, however, that if any net operating loss or any other carryforward referenced in clause (ii) of this sentence is disallowed and, as a result of such disallowance, there is a liability of the Purchased Subsidiaries or any Subsidiary thereof for any cash Taxes, Seller promptly shall pay to Buyer the amount of such cash Taxes upon receiving written notice of such disallowance from Buyer), and will cause (iv) Buyer shall control the Acquired Entity to) take conduct of such action Tax Contest, shall be free to settle or compromise such Tax Contest in connection its sole discretion, and shall have no liability to Seller in the event the actual liability for such Taxes is less than the amount paid by Seller with respect thereto. Buyer shall have the right to control, at its own expense, the conduct of any such proceeding that Seller reasonably requestsTax Contest for any Straddle Period, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will any settlement or compromise thereof; provided, however, that (and will cause the Acquired Entity toi) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and Buyer shall keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities advised as to the extent Seller is not controlling the proceedings. Purchaser current status and progress of such settlement or defense, (ii) Buyer shall not settlenot, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Seller (which consent shall not be unreasonably withheld withheld, delayed or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a conditioned), settle or compromise any such Tax Contest, and (iii) Seller shall have the provisions of Section 9.03 shall governright, at its expense, to participate in such Tax Contest.

Tax Contests. Purchaser Buyer shall inform notify the Seller in writing upon receipt by Buyer of any written notice from a Governmental Entity of an audit, contest, examination, litigation or other controversy with respect to Taxes of the commencement Company or any of any audit, examination or proceeding relating in whole or in part its Subsidiaries which may give rise to a claim for Taxes for which the Seller may have an indemnification obligation (each, a “Tax Contest”); provided that any failure by Buyer to so notify the Seller shall not relieve the Seller of its indemnification obligations hereunder unless and to the extent that the Seller is responsible materially and adversely prejudiced thereby. Except as provided in the next sentence, the Seller, at its own expense, shall be permitted to indemnify participate in, but not control, any Purchaser Indemnified Party pursuant Tax Contest and Buyer shall not settle or otherwise compromise any Tax Contest if such settlement or compromise would result in an indemnification obligation of the Seller without the prior written consent of the Seller, such consent not to this Agreementbe unreasonably withheld, conditioned or delayed. With respect to any such Taxthe ongoing sales and use Tax audit of the Company by the taxing authority of the State of Texas for the period January 1, 2014 through April 30, 2017 that is disclosed in Schedule 2.11(d) of the Company Disclosure Letter, (the “Texas Audit”), Buyer and Seller will have agreed that (i) Seller shall (1) continue to control the rightTexas Audit after the Closing Date until the Texas Audit is completely and finally resolved, (2) periodically consult with the Buyer with respect to, and apprise Buyer of the status of, the Texas Audit, (3) permit the Buyer, at its sole cost and own expense, to control participate in, but not control, the Texas Audit, and (in 4) have the case authority to settle or otherwise compromise the Texas Audit with the consent of a Pre-Calculation Date Tax PeriodBuyer, which shall not be unreasonably withheld, conditioned or delayed (and for the avoidance of doubt, Buyer’s inability to pay or cause to be paid Taxes due pursuant to the following clause (ii) shall not be reasonable grounds to withhold consent), (ii) Buyer shall, or participate in (in shall cause the case of a Straddle Period) Company to, timely pay the prosecution, settlement or compromise full amount of any proceeding involving Taxes due to the Tax, provided that Seller shall have promptly notified Purchaser in writing taxing authority of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action State of Texas in connection with any such proceeding settlement or compromise, provided that the principal amount of the Note shall be reduced by an amount equal to the amount of Pre-Closing Taxes that Buyer and Seller have agreed that Seller reasonably requestswould be liable for in connection with such settlement or compromise pursuant to Section 9.1(a)(v) (or if the principal amount of the Note has been reduced to zero (0), including Seller shall pay such Pre-Closing Taxes to the selection taxing authority of counsel the State of Texas subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and experts and 9.5) that are applicable to Indemnifiable Damages under Section 9.1(a)(v)); provided, further, that in the execution of powers of attorney. Purchaser will (and will event that Buyer does not timely pay, or cause the Acquired Entity toCompany to timely pay, the amount due pursuant to the foregoing clause (ii) inform before the last date under the assessment, agreement or other demand for payment before additional amounts of interest or penalties are imposed (the “Texas Audit Due Date”), Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment shall no longer be liable to Buyer for any Tax for which Seller is responsible amount of such additional interest and keep Seller informed penalties accruing or assessed after the Texas Audit Due Date, regardless of progress whether such amounts would otherwise constitute Pre-Closing Taxes under this Agreement and (iii) in the proceedings event that the timely payment of Taxes by the Texas Audit Due Date pursuant to clause (ii) has been satisfied, then Buyer and allow Seller agree that the procedural requirements of Sections 9.2(f), 9.4 and 9.5 with respect to attend Indemnifiable Damages shall not apply. This Section 6.10(b) shall not apply to any meetings and scheduled calls with the Governmental Authorities Tax Contest (other than, to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestapplicable, the provisions of Section 9.03 shall governTexas Audit) which constitutes a Voluntary Disclosure Filing.

Tax Contests. Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such TaxAudit with respect to the Company and the Company Subsidiaries or their assets (“Tax Claims”) related to a Seller Prepared Return or a Seller Group Return, Seller will have the rightSeller, at its sole cost and own expense, shall have the right to control (in the case of a Pre-Calculation Date all Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (Claims and will cause the Acquired Entity to) take such action may make all decisions taken in connection with any such proceeding that Seller reasonably requests, Tax Claims (including the selection of counsel and experts settlement of such Tax Claims), provided that, with respect to Tax Claims relating to any Seller Prepared Returns (other than Seller Group Returns), (x) Buyer will be entitled to participate in any such Tax Claim at its own expense, (y) Seller shall provide Buyer copies of all material written correspondence and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyother material documents relevant to such Tax Claim, and send (z) Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Tax Claim without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer, at its own expense, shall control all proceedings attributable to any Tax Claim relating to a Buyer Prepared Return or a tax period beginning after the Closing Date; provided, however, that with respect to any Tax Claim which could reasonably be expected to give rise to an indemnity obligation for Seller Taxes, (x) Seller will be entitled to participate in such Tax Claim at its own expense, (y) Buyer shall provide Seller copies of all material written correspondence and other material documents relevant to such Tax Claim, and (z) Buyer shall not settle such Tax Claim without the written consent of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 which consent shall governnot be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform Seller (a) If a Party or any of the commencement of its Affiliates receive any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With written communication with respect to any such Taxquestion, Seller will have the rightadjustment, at its sole cost and expenseassessment, to control (in the case of a Pre-Calculation Date Tax Period) enquiry or participate in (in the case of a Straddle Period) the prosecution, settlement pending or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an threatened audit, examination, claim investigation, administrative, court or assessment other Action (a “Tax Notice”) that, if pursued successfully, could result in or give rise to, or could reasonably be expected to result in or give rise to any Tax Liability for any Tax for which Seller is responsible Pre-Closing Period or with respect to the pre-Closing portion of any period beginning on or before the Closing Date and keep Seller informed of progress ending after the Closing Date (a “Straddle Period”) (in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities each case to the extent Seller is not controlling that the proceedings. Purchaser Management Sellers may have a Liability under Section 8.1 or under the Taxation Warranties in respect of such Taxes) and other than for Taxes shown as due and owing on the relevant Tax Return, then such Party shall promptly notify the other Party hereto in writing of such Tax Notice. (b) Following receipt of a notification pursuant to Section 8.5(a), the Buyer shall take or cause to be taken such action as Xxxxxxx may, by written notice given to the Buyer, reasonably request to conduct the audit, examination, investigation, enquiry or administrative, court or other Action referred to in the Tax Notice (a “Tax Contest”) if they have acknowledged in writing to Buyer their agreement to indemnify Buyer against any costs and expenses related to such Tax Contest; provided, however, Xxxxxxx or the Sellers shall not settlesettle any Tax Liabilities arising out of such Tax Contest without Buyer’s consent, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) . The Buyer and the Acquired Entities shall be entitled to attend and participate in any such Tax Contest at their sole cost and expense. The Buyer shall control the conduct of Sellerthe portion of any Tax Contest with respect to any and all Taxes for any Post-Closing Period for any Straddle Period. To the extent that there is an inconsistently between Section 11.06 The costs and expenses of any proceeding under this Section 9.03 8.5 shall be borne by the Party that controls the conduct of such Tax Contest. (c) The Buyer shall or shall procure that the Acquired Entities give the Sellers’ or Xxxxxxx’x professional advisers access to such records and information as it relates is reasonably necessary to conduct a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. With 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. (b) Parent shall have the right to control any Tax Proceeding with respect to any such Tax, Seller will have member of the right, at its sole cost and expense, to control (in Education Group for any taxable period ending on or before the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the TaxClosing Date, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment would bind a member of the Education Group for the Post-Closing Period. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding of or with respect to any member of the Education Group for any Straddle Period, Purchaser shall have the provisions right and obligation to conduct, at its own expense, such Tax Proceeding. In such case, (i) Purchaser shall provide Parent with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) Purchaser shall governconsult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Purchaser shall be entitled, at its own expense, to participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of any member of the Parent Group or (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group (or any Combined Tax Return); provided, that Parent shall not settle, compromise or abandon any Tax Proceeding with respect to any Tax Return described in clause (ii) above without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would bind a member of the Education Group for a Post-Closing Period.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Tax Proceeding for a Pre-Calculation Date Closing Period relating to an Income Tax Period) of any of the Transferred Companies or participate their respective Subsidiaries or with respect to the Transferred IP (other than a Tax Proceeding in (in the case respect of a Straddle PeriodCombined Tax Return or otherwise covered by Section 7.7 below) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Purchaser shall have promptly notified Purchaser in writing the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that if such Tax Proceeding could have an adverse impact on Parent or any of its intention Affiliates, (i) Purchaser shall provide Parent with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Parent shall be entitled to participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. relevant taxing authority, at its own expense and (vi) Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed) , of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governParent.

Tax Contests. Purchaser shall inform Seller (a) After the Closing, each of the commencement parties shall notify the other upon receipt by it of any notice of any inquiries, assessments, proceedings or similar events from any Governmental Body with respect to Taxes attributable to the conduct of the Business, the ownership or operation of the Assets or the Facilities or the sale of the Products on or prior to the Closing Date for which Seller and Xxxxxx can reasonably be expected to be liable under Section 13.2 (“Tax Contest”). (b) Seller, at its expense, shall have the right to control the conduct of any Tax Contest arising out of an audit, examination or proceeding relating in whole assessment of the Company, including settlement or in part to Taxes for which other disposition thereof; provided, however, that Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightshall allow Buyer and its counsel, at its sole cost and Buyer’s expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Taxsuch proceeding; and, provided further, that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with not enter into any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, settlement of any notice contest or otherwise compromise any issue that can reasonably be expected to materially affect the Tax liability of an audit, examination, claim Buyer or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls its affiliates with the Governmental Authorities respect to the extent Seller is not controlling ownership or operation of the proceedings. Purchaser shall not settle, consent to Assets or the entry Facilities or the sale of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder the Products after the Closing Date without the prior written consent (of Buyer, which consent shall not be unreasonably withheld or delayed. Seller shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Contest. (c) Buyer shall have the right to control the conduct of any Tax Contest arising out of an audit, examination or assessment of Buyer or its affiliates, including settlement or other disposition thereof; provided, however, that Buyer shall allow Seller and its counsel, at Seller’s expense, to participate in any such proceeding; and, provided further, that Buyer shall not enter into any settlement of any contest or otherwise compromise any issue that can reasonably be expected to materially affect the Tax liability of Seller and Xxxxxx under Section 13.2 without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. To Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Tax Contest. (d) Notwithstanding anything in this Agreement to the contrary, to the extent that there is an inconsistently a conflict exists between Section 11.06 and the provisions of this Section 9.03 as it relates to a Tax Contest12.7 and the provisions of Section 13.5, the provisions of this Section 9.03 shall 12.7 will govern.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Parties of any of its obligations under this Article VI, except to the extent that the other Parties are prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding of or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to any such Taxof the Purchased Companies for any taxable period ending on or before the Closing Date, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Pro Canadian or its Subsidiary beginning before the Closing Date, HD Supply shall have the exclusive right to control such Tax Period) or participate in (Proceeding; provided, however, that Buyer shall be entitled to participate, at its own expense, in the case conduct of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding provided further, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser HD Supply shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement, compromise or abandonment could have an adverse impact on Buyer or any of Seller. To its Affiliates for any Post-Closing Period. (c) Except as otherwise provided in Section 6.5(b), Buyer shall have the exclusive right to control, at its own expense, any Tax Proceeding of or with respect to the Purchased Assets or the Purchased Companies or any of their Subsidiaries, provided, however, that with respect to any Tax Proceeding relating to a Straddle Period, Sellers shall be entitled to participate, at their own expense, in the conduct of such Tax Proceeding and Buyer shall not settle, compromise or abandon such Tax Proceeding without obtaining the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or abandonment could increase Sellers’ indemnification obligations under Section 6.1. (d) In the case of a Tax Claim that is a notice of assessment or reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Taxes which are subject to indemnification pursuant to Section 6.1 (“Indemnified Taxes”), the Sellers shall, within fifteen (15) days of receipt of written notice of such claim, reimburse the applicable Tax Indemnified Party for an amount equal to (a) the full amount of such Indemnified Taxes in respect of which a Governmental Authority is permitted to take collection action, or (b) the full amount that has been garnished and applied towards any Indemnified Taxes, as applicable. (e) Upon the occurrence of a Tax Indemnification Event, (i) to the extent that there the total of the amounts previously paid by the Sellers in respect of the relevant Indemnified Taxes is an inconsistently between Section 11.06 and this Section 9.03 as it relates less than the amount so determined to a Tax Contestbe the amount of the Indemnified Taxes, the provisions Sellers shall forthwith (and, in any event, within fifteen (15) days of Section 9.03 the time that the applicable Tax Indemnified Party notifies the Sellers of the occurrence of the Tax Indemnification Event) pay to such Tax Indemnified Party the amount of the Indemnified Taxes less the total of the amounts previously paid, and (ii) to the extent that the total of the amounts previously paid by the Sellers in respect of such Indemnified Taxes exceeds the amount so determined to be the amount of the Indemnified Taxes, such Tax Indemnified Party shall governforthwith upon receipt or confirmation of any refund or credit of such Indemnified Taxes (and, in any event, within fifteen (15) days of the receipt or confirmation of such refund or credit) pay to the Sellers the amount of such refund or credit (including any interest paid or credited with respect thereto but net of any Taxes payable by the Tax Indemnified Party in respect of such refund, credit or interest).

Tax Contests. Purchaser (1) If any Governmental Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Governmental Authority. (in 2) In the case of a Pre-Calculation Tax Proceeding of or with respect to any Acquired Company or Newco for any taxable period that ends on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 5.16(e)(4)), settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding Proceeding; provided, however, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement, compromise or abandonment will have a material adverse impact on Buyer or any of Seller. To its Affiliates for any Post-Closing Period. (3) In the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to case of a Tax ContestProceeding of or with respect to any Acquired Company or Newco for any Straddle Period (other than a Tax Proceeding described in Section 5.16(e)(4)), the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (A) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (B) the Controlling Party shall governconsult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (C) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (E) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Governmental Authority and (F) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (A), (B), (C) or (E) above with respect to any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Parent if Parent and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Buyer if Buyer and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Parent or Buyer is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser shall inform Seller of (a) If any claim for Tax is asserted by any Governmental Authority against ESI that, if successful, would result in an Indemnity Claim the commencement of any audit, examination or proceeding relating parties hereto agree to abide by the following procedures in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to handling any such Taxclaim: (i) Each party shall, Seller will have the right, at its sole cost and expense, to control (in the case upon receiving any notice of an assertion of a Pre-Calculation Date Tax Period) or participate claim for Taxes that would result in (in an Indemnity Claim, notify the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser other party in writing of its intention such assertion of a claim for Taxes within a reasonable period of time. In the event that notice of such claim is not given to NYLIFE LLC or NYL within a sufficient period of time or in reasonable detail to apprise NYLIFE LLC or NYL of the nature of the claim (in each instance taking into account the facts and circumstances with respect to such claim), NYLIFE LLC or NYL shall not be liable to ESI under Section 6.1(a) for such claim to the extent, if any, that the rights of NYLIFE LLC or NYL with respect to such claim are actually materially prejudiced. (ii) NYLIFE LLC or NYL shall control or participate all proceedings taken in connection with contesting any such Tax Contestclaim. Purchaser will (and will cause the Acquired Entity to) ESI shall take such action in connection with contesting such claim as NYLIFE LLC or NYL shall reasonably request in writing from time to time; provided that (A) within a reasonable period (or such earlier date that any payment of Taxes is due by ESI) after the notice described in Section 6.2(a)(i) has been delivered to NYLIFE LLC or NYL, NYLIFE LLC or NYL requests that such proceeding that Seller reasonably requestsclaim be contested; (B) NYLIFE LLC and/or NYL shall have agreed to pay on an after-Tax basis to ESI on demand all costs and expenses in connection with 10 12 contesting such claim (or appeal), including including, without limitation, reasonable attorneys' and accountants' fees and disbursements; (C) if ESI is requested or shall determine to pay the selection of counsel Tax claimed and experts and the execution of powers of attorney. Purchaser will sue xxx a refund, NYLIFE LLC or NYL shall have advanced to ESI, on an interest-free basis (and will cause at no additional tax cost to ESI), the Acquired Entity toamount of such claim; (D) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller ESI is responsible and keep Seller informed of progress allowed to participate in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities contest of such claim to the extent Seller is not controlling that the proceedings. Purchaser resolution could have a material adverse effect on ESI, and (E) NYLIFE LLC or NYL shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Indemnity Claim without the prior written consent of ESI if the settlement or compromise would have a material adverse effect on ESI for a post-Closing period. In the case of any such claim referred to above, ESI shall give to NYLIFE LLC or NYL any information reasonably requested by NYLIFE LLC or NYL relating to such claim and otherwise shall cooperate with NYLIFE LLC or NYL in good faith in order to contest effectively any such claim. (which consent shall not be unreasonably withheld b) If, after actual receipt by ESI of an amount advanced by NYLIFE LLC or delayed) NYL pursuant to clause C of Seller. To Section 6.2(a)(ii), the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates of the liability of ESI with respect to a Tax Contestthe indemnified matter shall be established, ESI shall promptly pay to NYLIFE LLC or NYL all or the provisions portion of Section 9.03 shall governany refund received by or credited to ESI with respect to the indemnified matter (together with any interest paid or credit thereon by the relevant Governmental Authority) reduced by any liability for Taxes incurred by ESI in respect of such payment.

Tax Contests. Purchaser shall inform Seller (a) If any Subject Company receives from a Taxing Authority a notice of the commencement its intent to audit or conduct any other proceeding, or notice of deficiency, in each case with respect to a Pre-Closing Tax Period and in respect of which could reasonably be expected to affect an amount of Taxes (including any audit, examination or proceeding relating in whole or in part right to Taxes refunds of Taxes) (i) for which Seller Navistar is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With Section 10.1 or (ii) with respect to any Consolidated Tax Return for any Pre-Closing Tax Period (collectively, a “Pre-Closing Tax Claim”), the Company shall notify Navistar in writing of the Pre-Closing Tax Claim, which notice will include sufficient detail to apprise Navistar of the nature of the Pre-Closing Tax Claim; provided, however, that no failure or delay by the Company to provide notice of a Pre-Closing Tax Claim shall reduce or otherwise affect the obligation of Navistar hereunder except to the extent the defense of such Tax, Seller will have the rightPre-Closing Tax Claim is actually prejudiced thereby. (b) Navistar, at its sole cost and expense, may elect to control (all proceedings taken in the case of a connection with any Pre-Calculation Date Closing Tax PeriodClaim and, without limiting the foregoing, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay any Taxes imposed by a Taxing Authority relating to the Pre-Closing Tax Claim and make a claim for a refund where applicable Laws permit such refund claim or contest such Pre-Closing Tax Claim in any permissible manner; provided that, except with respect to any Pre-Closing Tax Claim relating to any Consolidated Tax Return, (i) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Navistar shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (pay all costs and will cause the Acquired Entity to) take such action expenses incurred in connection with any such proceeding that Seller reasonably requestsadministrative appeals, including proceedings, hearings or conferences with any Taxing Authority, (ii) the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyCompany may fully participate, and send Seller copies promptly upon receiptat its own expense, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with conduct of such Pre-Closing Tax Claim, (iii) Navistar shall keep the Governmental Authorities Company informed as to the extent Seller is not controlling status of such administrative appeals, proceedings, hearings or conferences with any Taxing Authority (including by providing copies of all written materials received from or submitted to the proceedings. Purchaser relevant Taxing Authority), (iv) Navistar shall consider in good faith the reasonable comments of the Company on any submissions to the relevant Taxing Authority prior to submission of such correspondence to the Taxing Authority and (v) Navistar shall not settle, consent to the entry of a judgment of settle or otherwise compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Pre-Closing Tax Claim on behalf of the Subject Company without the Company’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed). (c) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates If Navistar elects not to control any proceedings relating to a Pre-Closing Tax ContestClaim for any Pre-Closing Tax Period, the provisions Company shall control such proceedings; provided, however, that (i) Navistar may participate, at its own expense, in the conduct of Section 9.03 such Pre-Closing Tax Claim, (ii) the Company shall governkeep Navistar informed as to the status of such proceedings (including by providing copies of all written materials received from or submitted to the relevant Taxing Authority), (iii) the Company shall consider in good faith the reasonable comments of Navistar on any submissions to the relevant Taxing Authority prior to submission of such correspondence to the Taxing Authority and (iv) the Company shall not settle or otherwise compromise such Pre-Closing Tax Claim without Navistar’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Contests. Purchaser (i) Any party that may be entitled to indemnification under Section 7.16(a) of this Agreement shall inform Seller promptly notify the other party in writing upon receipt by such party or any of the commencement its Affiliates of notice of any auditpending or threatened federal, examination state, local or proceeding relating in whole foreign Tax audits, examinations or in part assessments which would entitle such party or its Affiliates and, if applicable, their respective directors, officers, agents, employees, successors and assigns to Taxes for which Seller indemnification under Section 7.16(a); provided, however, that the failure of such party to give such notice shall not affect such party’s right to indemnification under Section 7.16(a) except to the extent that such party is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any materially prejudiced as a consequence of such Tax, Seller will have the right, at its sole cost and expense, to control failure. (in the case of a Pre-Calculation Date Tax Periodii) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing the sole right to control any Tax audit or administrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for taxable periods ending on or before the Closing Date, and to employ counsel of its intention choice at its expense; provided, however, that if such audit or proceeding could reasonably be expected to control adversely affect Purchaser or any of its Affiliates, (i) Purchaser shall be entitled to participate at its expense in such Tax Contest. audit or proceeding; (ii) Seller shall keep Purchaser will timely and reasonably apprised of the status of such audit or proceeding; (and will cause the Acquired Entity toiii) take such action Seller shall offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with any such proceeding that audit or proceeding; and (iv) Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination settle such audit or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (iii) In the case of Sellerany Straddle Period, the Controlling Party shall control any Tax audit or administrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that (i) the Non-Controlling Party shall be entitled to participate at its expense in such audit or proceeding; (ii) the Controlling Party shall keep the Non-Controlling Party timely and reasonably apprised of the status of such audit or proceeding; (iii) the Controlling Party shall offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding or audit; and (iv) the Controlling Party shall not settle such audit or proceeding without the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. To For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the extent that there greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii), or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii); and “Non-Controlling Party” means whichever of the Seller or Purchaser is an inconsistently between Section 11.06 and this Section 9.03 as it relates not the Controlling Party with respect to a Tax Contest, the provisions of audit or administrative or court proceeding described in Section 9.03 shall govern7.16(b)(ii).

Tax Contests. (a) If any Taxing Authority makes a claim or proposes an adjustment that could give rise to a Tax Claim pursuant to Section 7.01(a), the Purchaser promptly (but in no event more than ten (10) Business Days (or if the period during which a Tax Claim may be legally disputed or resisted is ten (10) Business Days or less, five (5) Business Days) after receiving notice from the Taxing Authority about the claim or proposed adjustment), shall inform give the Seller written notice of the commencement claim or proposal; provided that failure to give such notice shall not affect the right to indemnification provided hereunder except to the extent the Seller shall have been actually and materially prejudiced as a result of any audit, examination or proceeding relating in whole or in part to Taxes for which such failure. (b) The Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the right, at its sole cost and the Seller’s expense, to control any claim or proposed adjustment by a Taxing Authority that could give rise to a Tax Claim that relates to any Taxes or Tax Return of (in i) any Tax Group of which the case Seller or any of its Affiliates is a Pre-Calculation Date member (other than a Tax PeriodGroup comprised solely of Transferred Subsidiaries) or participate in (in the case of a Straddle Periodii) the prosecution, settlement Seller or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Affiliates (other than the Transferred Subsidiaries) that relate to control or participate in such Tax Contest. Purchaser will (any Transferred Assets and will cause the Acquired Entity to) take such action to make all decisions in connection with any such proceeding Tax Claim; provided that the Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any auditclaim or agree to any payment, examination refund or proceeding relating to Taxes for which it is entitled to indemnification hereunder credit of Tax without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed) if such settlement or compromise would lead to Liability or create any financial or other obligation on the part of the Purchaser or any of its Affiliates (including the Transferred Subsidiaries) under this Agreement or in a taxable period (or portion of a Straddle Period) beginning after the Closing Date (including by way of requiring any Transferred Subsidiary to adopt a new method of Tax accounting or transfer pricing for such a period). (c) With respect to any Tax Claim relating to a taxable period (or portion thereof) ending on or before the Closing Date of any Transferred Subsidiary, the Seller shall have the right to control (or to have one or more of its Affiliates control) the conduct of such Tax Claim unless the Seller fails to provide the Purchaser with written notice of its election to control such Tax Claim within ten (10) days of the Seller’s receipt of notice of such Tax Claim in accordance with Section 7.07(a); provided, however, that (i) the Seller shall keep the Purchaser reasonably informed as to the status of such Tax Claim, (ii) the Purchaser shall be entitled to participate in any such Tax Claim and (iii) if the settlement or compromise of such Tax Claim would reasonably be expected to lead to Liability or create any financial or other obligation on the part of the Purchaser or any of its Affiliates (including the Transferred Subsidiaries) for any taxable period (including the portion of any Straddle Period) beginning on or after the Closing Date (including by way of requiring any Transferred Subsidiary to adopt a new method of Tax accounting or transfer pricing for such a period), the Seller shall not settle or otherwise compromise such Tax Claim (including agreeing to any payment, refund or credit of Tax) without the Purchaser’s written consent, which shall not be unreasonably withheld, conditioned or delayed; provided that settlement or compromise shall not include a final determination of any Taxing Authority or any court from which no appeal lies. If the Seller does not elect to control a Tax Claim pursuant to this Section 7.07(c) within the time period set forth above, then the Purchaser shall control such Tax Claim; provided, however, that (A) the Purchaser shall keep the Seller reasonably informed as to the status of such Tax Claim and (B) the Purchaser shall not settle or otherwise compromise such Tax Claim without the Seller’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) To the extent that there is an inconsistently between Section 11.06 and reasonably required in connection with the proceedings governed by this Section 9.03 as it relates to a Tax Contest7.07, each Party shall assist and cooperate with any reasonable requests of the provisions of Section 9.03 shall governother Party (including making officers, employees, agents, auditors and representatives available at mutually convenient times and places).

Tax Contests. Purchaser shall inform Seller (a) If any Tax Authority issues to Purchaser, XXXX or any of the commencement Companies (i) a notice of its intent to audit, examine or conduct a proceeding with respect to Taxes or Returns of such Company for any Pre-Closing Tax Period or Straddle Period or (ii) a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Returns attributable to the operations or assets of any audit, examination of the Companies for any Pre-Closing Tax Period or proceeding relating in whole Straddle Period or in part otherwise with respect to Taxes for Pre-Closing Tax Periods or Straddle Periods for which Seller Sellers have potential indemnity obligations hereunder (each, a “Tax Claim”), Purchaser shall notify the Sellers of the receipt of such communication from the Tax Authority and shall deliver a copy of any such written communication to the Sellers within 10 Business Days after receiving such Tax Claim; provided that the failure to so notify Sellers of, or deliver, such communication shall not relieve Sellers of any obligation or Liability that Sellers may have to Purchaser hereunder, except to the extent such obligation or Liability is responsible caused solely by such delay. (b) In the event of any proceeding relating to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With Tax Claim with respect to Taxes attributable to the operations or assets of or Returns of any Company (a “Tax Contest”) for a Tax Period ending on or before the Closing Date or otherwise with respect to Taxes for Pre-Closing Tax Periods or Straddle Periods for which Sellers have potential indemnity obligations hereunder, Purchaser and such Company, as applicable, shall promptly provide the Sellers with copies of all written communications relating to the Tax Contest; provided, that (i) the Sellers shall control any such TaxTax Contest, Seller will (ii) Purchaser and such Company, as applicable, shall have the rightright to participate in any such Tax Contest, at its sole cost and own expense, to control and (iii) Purchaser and such Company, as applicable, shall not settle or otherwise resolve any Tax Contest (or any issue raised in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser ) that will (and will cause the Acquired Entity to) take such action esult in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment Tax liability for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Sellers without the prior written consent (which of the Sellers, such consent shall not to be unreasonably withheld withheld, conditioned or delayed. (c) At the request of Seller. To the extent Sellers, Purchaser or any of the Companies, as applicable, shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to the Sellers and the applicable Tax Authority; provided, that there is an inconsistently between Section 11.06 (i) Sellers shall pay when reasonably requested by Purchaser, all Taxes (and other amounts) for which Sellers are liable under this Section 9.03 Agreement as it relates a result of such settlement, and (ii) the settlement would not result in any adverse Tax consequence to Purchaser or any of its Affiliates (including the Companies after Closing), including the payment of any Tax for which Sellers are not required to fully indemnify Purchaser or its Affiliates (including the Companies after Closing) under this Agreement, as determined by Purchaser in its reasonable discretion. (d) In the event of a Tax Contest for a Straddle Period, Purchaser and such Company, as applicable, shall promptly provide the Sellers with copies of all written communications relating to the Tax Contest; provided, that (i) the Purchaser shall control any such Tax Contest, (ii) Sellers shall have the provisions right to participate in any such Tax Contest, at its own expense, and (iii) Purchaser and such Company, as applicable, shall not settle or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) that will result in Tax liability for Sellers without the prior written consent of Section 9.03 shall governthe Sellers, such consent not to be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser (i) If a Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes or Tax Returns shall inform Seller be made by any Taxing Authority (a “Tax Claim”) which, if successful, might result in an indemnity payment pursuant to Section 6.6(e), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of the commencement such claim (and provide copies of any auditdocuments received from the Taxing Authority in respect of such claim) no later than ten (10) Business Days after such Tax Claim is made, examination or proceeding relating provided, that the failure to provide such notice shall not relieve the Tax Indemnifying Party of its indemnification obligations hereunder except (i) to the extent the Tax Indemnifying Party is actually and materially prejudiced thereby and (ii) to the extent expenses are incurred during the period in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. notice was not provided. (ii) With respect to any such Tax, Seller will have the right, at its sole cost and expense, Tax Claim relating to control (in the case of a Pre-Calculation Date Closing Tax Period) , a Tax or participate in (in the case Tax Return of a Straddle Period) the prosecution, settlement Seller Parent or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) with respect to a Deferred Pre-Closing Tax Period or otherwise relating to, or affecting, a Consolidated Tax Return of Seller Parent, Seller Parent shall control or participate all proceedings and 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, 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 Claim; provided, however, that (A) if the resolution of such Tax Claim could increase the Tax liability of, or reduce any Tax benefit available to, Purchaser will or its Affiliates (including the Conveyed Subsidiaries and will cause their Subsidiaries) for any Post-Closing Tax Period or otherwise increase the Acquired Entity toamounts of indemnification for which Purchaser is responsible pursuant to Section 6.6(e)(ii) take (for the avoidance of doubt, including with respect to any Deferred Closing Items for which Purchaser bears any resulting Tax liability), Seller Parent shall (1) conduct such Tax Claim diligently and in good faith, (2) consult in good faith with Purchaser before taking any significant action in connection with such Tax Claim that might adversely affect any such proceeding that Seller reasonably requests, Tax item of Purchaser or its Affiliates (including the selection Conveyed Subsidiaries and their Subsidiaries) for a Post-Closing Tax Period, (3) consult in good faith with Purchaser and offer Purchaser a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Claim that might adversely affect any Tax item of counsel Purchaser or its Affiliates (including the Conveyed Subsidiaries and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity totheir Subsidiaries) inform Seller promptlyfor a Post-Closing Tax Period, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall (4) not settle, consent discharge, compromise, or otherwise dispose (“Dispose”) of such Tax Claim if doing so could reasonably be expected to have a material adverse consequence on any Tax item of Purchaser or any of its Affiliates (including the entry of Conveyed Subsidiaries and their Subsidiaries) for a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Post-Closing Tax Period without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and (B) if Seller Parent does not assume the control of Sellersuch Tax Claim, Purchaser shall be entitled to control such Tax Claim at Seller Parent’s sole expense, and shall (1) conduct such Tax Claim diligently and in good faith, (2) consult in good faith with Seller Parent before taking any significant action in connection with such Tax Claim that might adversely affect any Tax item of Seller Parent or its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) for a Pre-Closing Tax Period or otherwise increase the amounts of indemnification for which Seller Parent is responsible pursuant to Section 6.6(e)(i), (3) consult in good faith with Seller Parent and offer Seller Parent a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Claim that might adversely affect any Tax item of Seller Parent or its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) for a Pre-Closing Tax Period or otherwise increase the amounts of indemnification for which Seller Parent is responsible pursuant to Section 6.6(e)(i), and (4) not Dispose of such Tax Claim without obtaining the prior written consent of Seller Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Except as otherwise provided herein, Purchaser shall control all other proceedings with respect to Tax Claims relating to Taxes of the Conveyed Subsidiaries (and their Subsidiaries) or Taxes otherwise relating to the Purchased Assets or the Business, provided, that, except with respect to Tax Claims relating to Consolidated Tax Returns of Purchaser, Seller Parent shall have the right to participate fully in all relevant aspects of such other proceedings if (A) the resolution of such proceedings could reasonably be expected to materially increase the Tax liability of a Conveyed Subsidiary (or a Subsidiary thereof) or the Business in a Pre-Closing Tax Period or the amount of indemnification for which Seller Parent is responsible pursuant to Section 6.6(e)(i) or (B) such a Tax Claim relates to Taxes of a Deferred Conveyed Subsidiary for a Deferred Pre-Closing Tax Period, and with respect to proceedings described in clause (A), Purchaser shall not Dispose of such Tax Claim without obtaining the prior written consent of Seller Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) Purchaser, the Conveyed Subsidiaries and each of their respective Affiliates, on the one hand, and Seller Parent and its respective Affiliates, on the other hand, shall cooperate in contesting any Tax Claim, 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 Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. To Purchaser and Seller Parent shall execute and deliver such powers of attorney and other documents as are necessary to carry out the extent that there is an inconsistently between Section 11.06 and intent of this Section 9.03 as it 6.6(f). Notwithstanding anything herein to the contrary, (A) Seller Parent shall not be required to provide Purchaser with a copy, or otherwise disclose the contents, of any Consolidated Tax Return of Seller Parent; provided, however, that if such Tax Return relates to Purchaser’s Tax liability for a Post-Closing Tax ContestPeriod, Seller Parent shall provide reasonable access to the provisions relevant information contained in such Tax Return to Purchaser (including, at Seller Parent’s sole discretion, by way of Section 9.03 providing excerpted parts of such Tax Return, redacted in the manner Seller Parent deems necessary) and (B) Purchaser shall governnot be required to provide Seller Parent with a copy, or otherwise disclose the contents, of any Consolidated Tax Return of Purchaser; provided, however, that if such Tax Return relates to Seller Parent’s Tax liability for a Pre-Closing Tax Period, Purchaser shall provide reasonable access to the relevant information contained in such Tax Return to Seller Parent (including, at Purchaser’s sole discretion, by way of providing excerpted parts of such Tax Return, redacted in the manner Purchaser deems necessary).

Tax Contests. Purchaser (i) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 9.10, except to the extent that the other party is actually prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in ii) In the case of a Pre-Calculation Date Tax PeriodProceeding of or with respect to the Company or its Subsidiaries for any taxable period ending on or before the Closing Date, the Holdings Stockholder shall have the right to control such Tax Proceeding; provided, however, that Holdings Stockholder shall (x) or participate keep Parent reasonably informed with respect to such Tax Proceeding, (y) consult Parent before taking any significant action in connection with such Tax Proceeding, and (in z) to the case of extent that a Straddle Period) the prosecution, settlement or compromise of such Tax Proceeding could reasonably be expected to have an adverse effect on Parent or any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control Subsidiaries (including the Company or participate in its Subsidiaries), not settle or compromise such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Proceeding without the prior written consent (of Parent, which consent shall not be unreasonably withheld withheld. (iii) In the case of a Tax Proceeding of or delayedwith respect to the Company or its Subsidiaries for any Straddle Period, Parent shall have the right to control such Tax Proceeding; provided, however, that Parent shall (x) of Seller. To keep the Holdings Stockholder reasonably informed with respect to such Tax Proceeding, (y) consult the Holdings Stockholder before taking any significant action in connection with such Tax Proceeding, and (z) to the extent that there is a settlement or compromise of such Tax Proceeding could reasonably be expected to have an inconsistently between adverse effect on the Holdings Stockholder, not settle or compromise such Tax Proceeding without the prior written consent of the Holdings Stockholder, which consent shall not be unreasonably withheld. (iv) Parent shall have the exclusive right to control any Tax Proceeding other than any Tax Proceeding described in Section 11.06 9.10(e)(ii) and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern9.10(e)(iii).

Tax Contests. Purchaser (1) If a Purchaser’s Indemnified Party receives from a Governmental Authority any inquiry, audit, written notice of any pending or threatened audit, notice of deficiency, dispute, loss determination, notice of assessment or reassessment or proposed assessment or reassessment (each, a “Tax Notice”) with respect to Taxes in respect of which a Claim may be made (“Indemnified Taxes”), such Purchaser’s Indemnified Party shall inform Seller promptly (but in any event within five Business Days of receipt) deliver a copy of the commencement Tax Notice to the Vendor, together with all correspondence relating to, and any other documents received in respect of, such Tax Notice. The failure to give such notice shall not relieve the Vendor of any auditthe Tax indemnification obligations provided under this Agreement except to the extent that such failure materially prejudices the ability of the Vendor to defend such Claim or otherwise exercise their rights under this Agreement. (2) Subject to the terms and conditions of the R&W Policy, examination or proceeding relating where a Tax Notice relates to a Pre-Closing Tax Period, provided that the Vendor has, after receiving written notification of a Tax Notice, unconditionally acknowledged in whole or in part to Taxes for which Seller is responsible writing its obligation to indemnify any Purchaser the Purchaser’s Indemnified Party pursuant in respect of such Taxes, and provided further that the Vendor has complied and continues to this Agreement. With respect to any such Taxcomply with their obligations hereunder, Seller will have the rightVendor shall, at its sole cost and expense, have the exclusive authority to control any submissions in respect of such Tax Notice and any objection or appeal in respect of such Tax Notice (each, a “Tax Contest”) and may make all decisions in the case connection with such Tax Contest (including selection of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Taxcounsel), provided that Seller the Vendor shall have promptly notified Purchaser reimburse such Purchaser’s Indemnified Party’s reasonable out-of-pocket expenses incurred as a result of such assumption and fund the payment of any Taxes in writing of its intention dispute necessary under Applicable Law to control pursue such objection or participate appeal. Without limiting the foregoing, the Vendor may pursue or forego any and all administrative appeals, Proceedings and conferences with any Governmental Authority with respect thereto, and may contest the Tax Contest in any permissible manner, provided that the Vendor may not settle any such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Contest without the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Vendor shall keep the Purchaser reasonably informed of the status and progress of such Tax Contest. The Vendor, when entitled to do so pursuant hereto, shall, if desired, assume the investigation and control of a Tax Contest by providing the Purchaser with written notice of their election to do so within 15 Business Days of the Vendor’s receipt of the Tax Notice. If the Vendor fails or declines to assume investigation and control of a Tax Contest in accordance with this Section 7.8, then the Vendor shall be deemed to have waived its right to control the Tax Contest and the Purchaser’s Indemnified Party shall have the right (without prejudice to its right to be indemnified for the Indemnified Taxes at issue) to settle and/or dispute the matter as it deems reasonable in its sole judgment.. (3) Subject to the terms and conditions of the R&W Policy, notwithstanding the foregoing, the Vendor and the Purchaser’s Indemnified Party shall jointly control and participate in all Proceedings taken in connection with (i) any Tax Contest relating to Taxes for any Straddle Period; (ii) any Tax Contest relating to a Pre-Closing Tax Period the resolution of which would increase the Taxes payable by or other Losses of any Purchaser’s Indemnified Party for any Post-Closing Tax Period for which the Vendor is not obligated to indemnify a Purchaser’s Indemnified Party pursuant to this Agreement (taking into account the limitations on indemnification set forth in the Agreement); and (iii) any Tax Contest relating partly to Pre-Closing Tax Periods and partly to Post-Closing Tax Periods (and shall each bear one-half of the expenses of such Proceedings). Neither the Vendor nor the Purchaser’s Indemnified Party shall settle any such Tax Contest without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. (4) The Parties agree that the indemnities, insurance, and other protections provided under this Agreement (including this Article 7) are integral to this Agreement and that it is reasonable to consider that such indemnities, insurance, and other protections are intended to ensure that the Purchase Price takes into account liabilities of the Business and the Corporation immediately prior to the Closing and are being provided primarily for purposes other than to achieve any tax benefit (as defined in subsection 245(1) of Seller. To the extent that there is an inconsistently between Section 11.06 and Tax Act) from the Transactions or any other transaction, series of transaction, arrangement, or event described in or contemplated by this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governAgreement.

Tax Contests. If, following the Closing Date, the Purchaser shall inform Seller of the commencement or Merial or any Merial Subsidiary receives from any Taxing Authority written notice of any auditTax Contest with respect to taxable periods ending on or before the Closing Date and with respect to which Sellers may have any liability for Taxes, examination then Purchaser shall, or proceeding relating in whole shall cause Merial to, promptly provide a copy of such notice to Sellers. In addition to any other rights that Sellers have under applicable Tax laws, the JV Agreement, the JV Termination Agreement, or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With , (A) in the case of any Tax Contest with respect to taxable periods ending on or before the Closing Date and with respect to which the Purchaser does not have any such Taxliability for Taxes and with respect to which Sellers may have any liability for Taxes, Seller will have (x) the Purchaser shall, or shall cause Merial to, provide Sellers with the right, at its sole cost and Sellers’ expense, to control (in the case of a Pre-Calculation Date Tax Period) control, manage and be responsible for, and to contest or participate in (in the case of a Straddle Period) the prosecutionsettle, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. , (y) Merial and Purchaser will (and will cause the Acquired Entity to) take such action may participate in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Tax Contest and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Sellers shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Tax Contest without the prior written consent (of Merial and Purchaser, which consent shall not be unreasonably withheld or delayed, and (z) Sellers shall keep Merial informed of Seller. To the extent that there is an inconsistently between Section 11.06 progress of any such Tax Contest and this Section 9.03 as it relates shall provide copies of all written communications with any Taxing Authority related to a any such Tax Contest to Merial, (B) in the case of any Tax Contest with respect to taxable periods ending on or before the Closing Date and with respect to which Sellers and the Purchaser may have liability for Taxes, (i) such Tax Contest shall be jointly controlled by Sellers and the Purchaser, (ii) neither Sellers, on the one hand, nor the Purchaser, on the other hand, shall settle such Tax Contest without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed, and (iii) Sellers, on the one hand, and the Purchaser, on the other hand, shall keep the other party informed of the progress of any such Tax Contest and shall promptly provide copies of all written communications with any Taxing Authority related to any such Tax Contest to the other party and (C) the Purchaser shall control any other Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser If any Taxing Authority asserts a claim with respect to Taxes that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article X (a “Tax Claim”), then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in a) In the case of a Pre-Calculation Tax Proceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in Section 7.4(c)), Seller shall have the case of a Straddle Period) the prosecutionexclusive right to control such Tax Proceeding; provided, settlement or compromise of any proceeding involving the Taxhowever, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), if such settlement or compromise could have a material adverse impact on Purchaser or any of its Affiliates for any Post-Closing Tax Period. (b) In the case of a Tax Proceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 7.4(c)), the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall 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 and attend any meetings or conferences with the relevant Taxing Authority and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to any portion of Seller. To such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the extent that there is liability of, or otherwise have an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestadverse effect on, the provisions Non-Controlling Party or any of Section 9.03 its Affiliates. For purposes of this Agreement, “Controlling Party” shall governmean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser In the case of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes of the Company other than with respect to a Tax Return prepared and filed pursuant to Section 7.7(a)(i) (a “Tax Claim”) that, if determined adversely to the Company would be grounds for a claim for indemnity pursuant to Section 9.2(a), Buyer shall upon receipt of notice of such Tax Claim inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which such Tax Claim and Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, (at its sole cost and expense, ) shall have the right to control the conduct of such Tax Claim that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (in i) Seller shall keep Buyer timely informed with respect to the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecutioncommencement, settlement or compromise status and nature of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will Claim (and will cause including with respect to a proforma Tax Return of the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsCompany prepared pursuant to Section 7.7(a)(i), including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities but only to the extent the Tax Claim relates to matters that could reasonably be expected to result in a material increase in the Taxes of the Company in the Pre-Closing Tax Period or a material decrease in the U.S. federal income tax basis of the Company in its assets immediately following the Closing Date) or a Tax Return prepared and filed pursuant to Section 7.7(a)(ii)), and (ii) Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry compromise, or dispose of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) delayed (but for the avoidance of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates doubt, such Buyer rights shall only apply to a Tax ContestClaim related to a proforma Tax Return of the Company prepared pursuant to Section 7.7(a)(i) to the extent the Tax Claim relates to matters that could reasonably be expected to result in a material increase in the Taxes of the Company in the Pre-Closing Tax Period or a material decrease in the U.S. federal income tax basis of the Company in its assets immediately following the Closing Date), and (iii) Buyer shall have the provisions right to participate (at Buyer’s expense) in any such Tax Claim (other than a Tax Claim with respect to a Tax Return prepared and filed pursuant to Section 7.7(a)(i)). Buyer shall control the conduct of all other Tax Claims relating to the Company; provided, however, that with respect to any such Tax Claim that, if determined adversely to the Company would be grounds for a claim for indemnity pursuant to Section 9.03 9.2(a), (i) Buyer shall governkeep Seller timely informed with respect to the commencement, status and nature of any such Tax Claim, and (ii) Buyer shall not settle, compromise or dispose of any such Tax Claim without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The failure by Buyer to provide the notice contemplated by this Section 7.7(g) shall not affect Seller’s obligations pursuant to Section 9.2(a), except to the extent, and in such amount as, Seller is materially adversely affected by such failure.

Tax Contests. Purchaser If a claim is made in writing against ------------- any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, such Tax Indemnitee shall inform Seller promptly notify Lessee in writing, provided that, without prejudice to any rights or claims for damages Lessee may have as a result of such failure, the failure to so notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, if requested by Lessee in writing within thirty (30) days after receipt by Lessee of a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and if such contest by such Lessee in the name of such Lessee is not permissible or allowed, shall, at the request of Lessee, permit such Lessee to contest in the name of the commencement Tax Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall -------- have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's fees and disbursements and costs of administrative and judicial proceedings, and the amount of any auditinterest or penalties which may be payable as a result of contesting such claim, examination (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or proceeding relating loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Item of Equipment unless Lessee shall have made provision against such risk in whole a manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax Indemnitee shall not have determined, based on an opinion of such Tax Indemnitee's counsel, that such action is reasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, ---------------- that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in part any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its obligations under this Section 10.3.6, Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Seller Lessee is responsible not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any Purchaser Indemnified Party part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid by such Lessee or with funds provided by Lessee prior to the receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this Agreement. With respect sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or credited had not been imposed; provided further, that a ---------------- Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such TaxTax Indemnitee, Seller will provided further, however, that such Tax Indemnitee shall pay any amounts that ------------ ------- it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as Lessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the rightoption of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, at its sole cost and expense, after which such Tax Indemnitee shall pay such amount to control (in Lessee. Any Tax Indemnitee shall be entitled to settle any claim that is the case subject of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification contest hereunder without the prior written consent (of Lessee provided that, in so doing, such Tax Indemnitee shall waive any rights to indemnification by Lessee with respect to such settled claim and any other claim the contest of which consent would be precluded as a result of such settlement hereunder and shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 repay to Lessee any amounts advanced to pay such contested Taxes with interest actually received in respect thereof and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governrelease any undertaking required hereunder.

Tax Contests. Purchaser (a) The party obliged to provide indemnification under this Section 8.10 (the "Tax Indemnitor") shall inform Seller of assume and direct the commencement defense or settlement of any audithearing, examination arbitration, suit or other proceeding relating (each a "Tax Contest") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability with respect to which the Tax Indemnitor would have an indemnification obligation under this Section 8.10 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 8.10 (the "Tax Indemnified Party") shall have the right to participate, as its own cost and expense, in whole the defense of such Tax Contest, it being understood that the Tax Indemnitor shall control such Tax Contest. (b) The Tax Indemnitor shall pay all out-of-pocket expenses and other costs related to the Tax Indemnified Liability, including but not limited to fees for attorneys, accountants, expert witnesses or in part to Taxes for which Seller is responsible to indemnify any Purchaser other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party pursuant to this Agreement(other than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. With respect to To the extent that any such Taxexpenses and other costs have been or are paid by a Tax Indemnified Party, Seller will the Tax Indemnitor shall promptly reimburse the Tax Indemnified Party therefor. (c) Any Tax Indemnified Party shall give written notice to the Tax Indemnitor of any settlement proposed by the Taxing authority. The Tax Indemnitor shall have the right, at in its sole cost and expensediscretion, to control (in settle any claim for which indemnification has been sought under this Section 8.10; provided, -------- however, that the case of a Pre-Calculation Date Tax Period) Indemnitor shall not enter into any settlement, closing ------- agreement or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention other agreement with respect to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls liability with the Governmental Authorities respect to the extent Seller is not controlling Business, the proceedings. Purchaser shall not settle, consent to Assets or the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Transferred Subsidiaries without the prior written consent of the Tax Indemnified Party (which such consent shall not to be unreasonably withheld or delayed) of Seller. To if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, Indemnified Party for taxable periods or portions thereof beginning after the provisions of Section 9.03 shall governClosing Date.

Tax Contests. Purchaser (i) After the Closing, Buyer shall inform give prompt written notice to Seller if Buyer, the Company, or any of the commencement of their Affiliates receives any communication or notice with respect to any audit, examination review, examination, assessment, or any other administrative or judicial proceeding relating in whole or in part pertaining to Taxes of or with respect to the Company (including any administrative or judicial review of any claim for refund) for which Seller is responsible might be required to indemnify any Purchaser Indemnified Party provide indemnification pursuant to this Agreement. With respect Agreement (a “Tax Contest”). (ii) Seller, at its own cost and expense, shall have the right to control and defend any Tax Contest that relates to any taxable period ending on or before the Closing Date (each, a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that (A) Seller shall keep Buyer reasonably informed regarding the progress and substantive aspects of such TaxPre-Closing Tax Contest, Seller will have the right, (B) Buyer may participate (and retain separate counsel at its sole cost and expense, expense to control (participate) in the case defense of a such Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Closing Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action , including having an opportunity to review any written materials prepared in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Pre-Closing Tax Contest and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller right to attend any meetings conferences relating thereto, and scheduled calls with the Governmental Authorities to the extent (C) Seller is not controlling the proceedings. Purchaser shall not settle, settle or consent to the entry of a judgment of any order, ruling, decision, or compromise any audit, examination other similar determination or proceeding relating finding with respect to Taxes for which it is entitled to indemnification hereunder such Tax items in such Pre-Closing Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (iii) Buyer, at its own cost and expense, shall have the right to control and defend any Tax Contest that relates to any Straddle Period, any Pre-Closing Tax Contest for which Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.06(d), or any other Tax Contest that is not a Pre-Closing Tax Contest (each, an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of Seller. To its choice; provided, that, with respect to any Tax items in any such Other Tax Contest for which the extent that there is an inconsistently between Section 11.06 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 this Section 9.03 as it relates to a substantive aspects of such Tax items in such Other Tax Contest, (B) Seller may participate (and retain separate counsel at their sole cost and expense to participate) in the provisions defense of such Tax items in such Other Tax Contest, including, to the extent the circumstances allow, having an opportunity to review any written materials prepared in connection with such Tax items in such Other Tax Contest and the right to attend any conferences relating thereto, and (C) Buyer shall not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax items in such Other Tax Contest without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned, or delayed). (iv) For the avoidance of doubt, neither Section 9.03 5.06(f)(ii) nor Section 5.06(f)(iii) apply to any Tax Contest with respect to any Seller Affiliated Group Tax Return. Seller shall governcontrol and defend any Tax Contest with respect to any Seller Affiliated Group Tax Return.

Tax Contests. Purchaser shall inform (i) If any Governmental Entity or third-party notifies Buyer or Seller of the commencement existence of (i) any audit, litigation or other proceeding relating to Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or 165530988v21 Straddle Period or (ii) a deficiency in the payment of any Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or Straddle Period (each, a “Tax Claim”), or (iii) any pending or threatened Tax audit or assessment challenging the Final Purchase Price Allocation, the Buyer or Seller, as applicable, shall give notice to the other party within fifteen (15) days after receipt of written notice of the Tax Claim or challenge to the Final Purchase Price Allocation. (ii) Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates shall have sole control over any audit, litigation or other proceeding relating to Taxes or Tax Returns of Seller or any of its Affiliates which would not reasonably be expected to result in an indemnification obligation of Seller pursuant to ARTICLE 7 (a “Seller Tax Claim”). The conduct of any audit, examination litigation, other Proceeding or proceeding response to a deficiency notice relating in whole or in part to Taxes for the ITC shall be governed solely by the terms of the Project Leaseback Agreement. (iii) For Tax Claims which are not Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightTax Claims: (A) Seller, at its sole cost and expense, to shall control any such Tax Claim (in including the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise resolution thereof) relating to taxable periods ending on or before the Closing Date. Seller shall (i) control the conduct of such Tax Claim in good faith; (ii) keep Buyer reasonably informed regarding the status of such Tax Claim; (iii) promptly deliver to Buyer, for Buyer’s review and comment, any correspondence to be filed with the Governmental Entity with respect to such Tax Claim; (iv) promptly deliver to Buyer copies of any proceeding involving the Taxcorrespondence received by Seller from a Governmental Entity with respect to such Tax Claim; (v) allow Buyer, provided that Seller shall have promptly notified Purchaser in writing of its intention at Buyer’s sole cost and expense, to control or participate in such Tax Contest. Purchaser will Claim; and (and will cause the Acquired Entity tovi) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without obtain the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim if the resolution of such Tax Claim reasonably could be expected to increase the Tax liability of the Buyer for Tax periods ending on or after the Closing Date. If Buyer elects to participate in such Tax Claim at its own expense, Seller shall take such commercially reasonable actions as are requested in writing by Buyer and reasonably necessary for Buyer to participate in such Tax Claim, provided, however, that such actions shall not require Seller to incur any additional third-party costs or expenses. (B) Buyer, at its sole cost and expense, shall control any such Tax Claim relating to a Straddle Period. Buyer shall (i) control the conduct of such Tax Claim in good faith; (ii) keep Seller reasonably informed regarding the status of such Tax Claim (including any requests to extend any applicable statutes of limitations); (iii) promptly deliver to Seller, for Seller’s review and comment, any correspondence to be filed with the Governmental Entity with respect to such Tax Claim; (iv) promptly deliver to Seller copies of any correspondence received by Xxxxx from a Governmental Entity with respect to such Tax Claim; (v) allow Seller, at Seller’s sole cost and expense, to participate in such Tax Claim; and (vi) obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim to the extent the resolution of such Tax Claim reasonably could be expected to increase the Tax liability of Seller or its Affiliates or to be the subject of an indemnification obligation of Seller under this Agreement. If Seller elects to participate in such Tax Claim at its own expense, Buyer shall take such commercially reasonable actions as are requested in writing by Seller and reasonably necessary for Seller to participate in such Tax Claim, provided, however, that such actions shall not require Buyer to incur any additional third-party costs or expenses. 165530988v21 (iv) To the extent that there is an inconsistently of any conflict between Section 11.06 7.6 and this Section 9.03 as it relates to a Tax Contest5.4(b), the provisions of this Section 9.03 5.4(b) shall governcontrol.

Tax Contests. Purchaser (i) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 5.20, except to the extent that the other party is actually and materially prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in ii) In the case of a Tax Proceeding of or with respect to a Transferred Entity for any Pre-Calculation Date Closing Tax PeriodPeriod (other than a Tax Proceeding described in Section 5.20(j)(iii) or participate in (in Section 5.20(j)(iv)), the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Proceeding; provided, that (A) the Seller shall provide the Purchaser will with a timely and reasonably detailed account of each material development of such Tax Proceeding and (and will cause B) the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of the Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller, it being understood that if Seller is contesting its obligation to indemnify the Purchaser for any Taxes for any Pre-Closing Tax Period subject to such Tax Proceeding, such consent may be withheld in the Purchaser’s sole discretion). To The Seller may elect in writing not to control any Tax Proceeding that the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Seller otherwise has the right to control pursuant to the preceding sentence. If the Seller makes such election with respect to a Tax ContestProceeding, the Purchaser shall have the right and obligation to conduct such Tax Proceeding, and the provisions of Section 9.03 5.20(j)(iii) shall governapply, mutatis mutandis, with respect to such Tax Proceeding. (iii) In the case of a Tax Proceeding of or with respect to a Transferred Entity for any Straddle Period or otherwise involving both Taxes that are the responsibility of Purchaser and Taxes that are the responsibility of Seller pursuant to this Agreement (other than a Tax Proceeding described in Section 5.20(j)(iv)), the Purchaser shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, that (A) the Purchaser shall provide the Seller with a timely and reasonably detailed account of each material development of such Tax Proceeding, (B) the Purchaser shall consult with the Seller before taking any significant action in connection with such Tax Proceeding, (C) the Purchaser shall consult with the Seller and offer the Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) the Seller shall be entitled to participate in such Tax Proceeding at its own expense and attend any meetings or conferences (including phone conferences) with the relevant Taxing Authority, and (E) the Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Seller shall not have any rights with respect to the portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating thereto) that could not reasonably be expected to affect the Liability of, or otherwise have an adverse effect on, the Seller. (iv) Notwithstanding anything to the contrary in this Agreement, the Seller Group shall have the exclusive right to control in all respects, and neither the Purchaser nor any of its Subsidiaries or Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of the Seller or any of its Subsidiaries or Affiliates (other than the Transferred Entities); and (B) any Tax Return of any Seller Consolidated Group (including any Combined Tax Return).

Tax Contests. Purchaser shall inform Seller of (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 13.8, the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, however, that the failure to this Agreement. give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been materially prejudiced as a result of such failure. (b) With respect to any such TaxTax Claim relating to Taxes for a taxable period ending on or before the Closing Date or relating to Income Taxes for any other taxable period in which any of the Acquired Companies joined in filing any Consolidated Tax Return, Seller will have control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, at may in its sole cost discretion pursue or forego any and expenseall administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Before taking any material action with respect to the conduct of such Tax Claim (including the submission of any protest, petitions, or responses to information document requests), Seller shall first obtain the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). (c) Except as otherwise provided in Section 13.8(b), Seller and Buyer will jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Claim relating to Taxes of any of the Acquired Companies for which it is entitled to indemnification hereunder any Straddle Period. Neither Seller nor Buyer will settle any such Tax Claim without the prior written consent of the other (which consent shall will not be unreasonably withheld withheld, conditioned or delayed). (d) Each of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestBuyer, the provisions Acquired Companies and their respective Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, will cooperate, at the request of Section 9.03 the other, in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The requesting party shall governreimburse the party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article IX, except to the extent that the other Party is materially and actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any auditcorrespondence received from the Taxing Authority. (b) The Seller shall have the sole right to control, examination at its own expense, any Tax Proceeding relating to any Combined Tax Return or proceeding relating in whole or in part to Taxes for which Health Care Entity Education Business Return filed by the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With Section 9.03(a); provided, however, that with respect to any such Tax, Seller will have Tax Proceeding that could reasonably be expected to affect the right, at its sole cost and expense, Tax liability of the Purchaser Group or any Education Entity or result in a claim pursuant to control Section 9.02 for Education Business Taxes: (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodi) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified provide the Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding (including providing the Purchaser with copies of all written correspondence regarding such Tax Proceeding), (ii) the Seller shall consult with the Purchaser before taking any significant or material action in writing of its intention connection with such Tax Proceeding, (iii) the Seller shall consult with the Purchaser and offer the Purchaser an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Seller shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Purchaser Group shall be entitled to participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to relevant Taxing Authority and (vi) the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To The Seller may elect in writing not to control any Tax Proceeding that the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Seller otherwise has the right to control pursuant to the preceding sentence. If the Seller makes such election with respect to a Tax ContestProceeding, the Purchaser Group shall have the right and obligation to conduct, at its own expense, such Tax Proceeding, and the provisions of the foregoing proviso shall apply, mutatis mutandis (substituting all references therein to “ the Seller” with “ the Purchaser” or “the Purchaser Group,” as applicable, all references therein to “ the Purchaser” or “the Purchaser Group,” with “ the Seller,” and all references therein to any “Education Entity” or “Education Business Taxes” with “Health Care Entity” or “Health Care Business Taxes,” as applicable), with respect to such Tax Proceeding. (c) The Purchaser Group shall have the sole right to control, at its own expense, any Tax Proceeding relating to (1) any Education Entity Return and (2) any Tax Return with respect to the Transferred Assets, the Assumed Liabilities or the Business other than a Combined Return or a Health Care Entity Education Business Return; provided, however, that for the avoidance of doubt, the Seller shall not have any liability with respect to any such Tax Proceeding and the Purchaser Group shall indemnify the Seller for, and defend and hold the Seller harmless from and against, any and all Education Business Taxes (and any costs and expenses, including reasonable legal fees and expenses, attributable thereto) actually suffered, paid or incurred by the Seller Indemnified Parties in respect of any such Tax Proceeding. (d) Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control in all respects, and none of Parent, the Purchaser or any of their respective Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any Tax Return of the Health Care Entities that does not relate to the Transferred Assets, the Assumed Liabilities or the Business and could not reasonably be expected to result in an indemnification claim pursuant to Section 9.03 9.02 or a Tax refund which the Purchaser Group would be entitled to pursuant to Section 9.07(b) and the Seller shall governnot be required to provide any Person with any such Tax Return or copy thereof in respect of such Tax Proceeding.

Tax Contests. Purchaser shall inform Seller If any Governmental Authority issues to PubCo or any AST Party (a) a written notice of its intent to audit or other similar proceeding that could give rise to any Indemnified Taxes, or (b) a written notice of deficiency that includes any Indemnified Taxes (any of the commencement of any auditforegoing, examination a “Tax Contest”), PubCo or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Taxthe AST Party, Seller will have the rightas applicable, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser notify Antares in writing of its intention 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 control or participate in such Tax Contest. Purchaser will If any Governmental Authority issues a communication to Antares with respect to any Tax Contest, Antares 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 will cause such written notice shall be accompanied by copies of any notice or other documents received from the Acquired Entity toGovernmental Authority with respect to such Tax Contest. Antares (or any Person or Persons it designates), at its expense, shall control the portion of any Tax Contest that relates to Indemnified Taxes; provided, however, that Antares shall (i) take keep PubCo or the AST Party reasonably apprised of the status of such action portion of such Tax Contest, (ii) provide PubCo or the AST Party with copies of all material correspondence received from the applicable Governmental Authority in connection with any such proceeding that Seller reasonably requests, including the selection portion of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlysuch Tax Contest, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall (iii) not settle, consent to the entry compromise or abandon such portion of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without the prior written consent of PubCo or the AST Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). PubCo and the AST Parties shall take any actions (including granting Antares or its designee any necessary power of attorney) reasonably necessary to allow Antares to exercise its right to control such portion of Seller. To the extent that there is an inconsistently between Section 11.06 and any Tax Contest pursuant to this Section 9.03 as it relates 4.1. For the avoidance of doubt, this Section 4.2 shall not apply to a any Tax ContestContest of or with respect to any Affiliated Group which includes PubCo, which shall be subject to the provisions sole control of Section 9.03 shall governPubCo.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim in respect of any Business Subsidiary that could give rise to a liability under this Article VII, then the party hereto first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any auditcorrespondence received from the taxing authority. (b) Seller shall have the exclusive right to control, examination at its own expense, any Tax Proceeding in respect of any Business Subsidiary (or proceeding relating in whole any consolidated, combined or in part to Taxes unitary group that consists solely of Business Subsidiaries) for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With taxable period that ends on or before the Closing Date; provided, however, that with respect to any such TaxTax Proceeding solely in respect of a Business Subsidiary (or any consolidated, combined or unitary group that consists solely of Business Subsidiaries) that would reasonably be expected to have an adverse effect on Buyer or any of its Affiliates (including the relevant Business Subsidiary) after the Closing that is material, Seller will have shall not settle, compromise or abandon such Tax Proceeding without obtaining the rightprior written consent of Buyer, at its sole cost and expensewhich consent shall not be unreasonably withheld, to control conditioned or delayed. (in c) In the case of a Tax Proceeding for a Straddle Period of a Business Subsidiary (or any consolidated, combined or unitary group that consists solely of Business Subsidiaries), (i) if such Tax Proceeding can be separated into separate proceedings for the Pre-Calculation Date Closing Tax Period and the Post-Closing Tax Period, the provisions of Section 7.04(b) or participate in (in shall apply, mutatis mutandis, with respect to the case of a Straddle Pre-Closing Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller and Buyer shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such the Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection Proceeding with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities respect to the extent Seller is not controlling the proceedings. Purchaser Post-Closing Tax Period, provided, that Buyer shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination such Tax Proceeding that would reasonably be expected to have an adverse effect on Seller or proceeding relating to Taxes for which it any of its Affiliates that is entitled to indemnification hereunder material without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) if such Tax Proceeding cannot be separated into separate proceedings for the Pre-Closing Tax Period and the Post-Closing Tax Period, the following rules shall apply: If the claim for Taxes attributable to the Pre-Closing Tax Period exceeds or reasonably could be expected to exceed in amount the claim for Taxes attributable to the Post-Closing Tax Period, Seller, or otherwise Buyer (Seller or Buyer, as the case may be, the “Tax Controlling Party”), shall be entitled to control such Tax Proceeding. In such case, the other party (the “Tax Non-Controlling Party”) shall be entitled to participate fully (at the Tax Non-Controlling Party’s sole expense) in the conduct of such Tax Proceeding and the Tax Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without the consent of the Tax Non-Controlling Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The Tax Controlling Party shall consult with the Tax Non-Controlling Party with respect to all significant actions in such Tax Proceeding and shall defend such action diligently and in good faith as if it were the only party in interest. (d) Buyer shall have the exclusive right to control, at its own expense, any Tax Proceeding in respect of Seller. To the extent any Business Subsidiary (or any consolidated, combined or unitary group that there is an inconsistently between consists solely of Business Subsidiaries) (other than any Tax Proceeding described in Section 11.06 7.04(b) or Section 7.04(c) and this Section 9.03 as it relates other than any Tax Proceeding relating to a any consolidated, combined or unitary Tax Contest, the provisions Return that includes Seller or any of Section 9.03 shall governits Affiliates).

Tax Contests. If a claim relating to Taxes is made by any Governmental Authority (a "Tax Claim") which, if successful, would be reasonably likely to result in an indemnity payment to Purchaser or Seller, the Indemnitee shall inform Seller promptly notify the Indemnitor of such claim no later than 15 Business Days after such Tax Claim is made. Failure to comply with such requirement will not release the Indemnitor from any indemnification obligation hereunder with respect to such Tax Claim except to the extent of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementactual prejudice caused. With respect to any such TaxTax Claim relating to a Tax Return prepared and filed by Seller, Seller will have shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, may, in good faith, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided however, if Purchaser may be liable for such taxes through state successor liability laws or otherwise, Purchaser may participate, at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any such proceeding involving the Tax, provided that and Seller shall have promptly notified in good faith allow Purchaser to consult with it regarding the conduct of or positions taken in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedingsproceeding. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is be entitled to indemnification hereunder be informed of (i) Seller's Tax Claim within a reasonable time after such Tax Claim is asserted, and (ii) the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. Neither Seller nor Purchaser shall settle any such Tax Claim without the prior written consent (of the other, which consent shall not be unreasonably withheld or delayed. Except as otherwise provided in this paragraph (f), Purchaser shall control all proceedings with respect to all other Tax Claims relating to the Facility or the Purchased Assets. Purchaser and Seller shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the requesting Party of Sellerrecords and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. To Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the extent that there is an inconsistently between Section 11.06 and intent of this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governparagraph (f).

Tax Contests. If notice of any claim, audit, examination, or other proposed change or adjustment by any taxing authority, as well as any notice of assessment and any notice and demand for payment, concerning any Income Taxes for any taxable period (or portion thereof, as determined under Section 7.16(c)) ending at or before the Tax Effective Time (a “Tax Proceeding”) shall be received by Purchaser, Purchaser shall promptly inform Seller in writing of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which such Tax Proceeding. Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the right, at its sole cost expense to represent the interests of KUS or any of its Subsidiaries and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, defense and settlement or compromise of any proceeding involving Tax Proceeding relating exclusively to taxable periods ending at or before the TaxTax Effective Time. Purchaser shall represent, provided that Seller shall have promptly notified Purchaser in writing at its expense, the interests of KUS or any of its intention Subsidiaries in any Tax Proceeding relating to control any taxable period that begins at or before the Tax Effective Time and ends after the Tax Effective Time; provided, however, that (i) Purchaser shall allow Seller and its counsel to participate in any such Tax Contest. Proceeding at Seller’s sole expense; (ii) Purchaser will shall keep Seller fully and timely informed with respect to the commencement, status and nature of such Tax Proceeding; and (and will cause iii) if the Acquired Entity to) take such action in connection with results of any such proceeding Tax Proceeding involve an issue that is the subject of indemnification by Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim pursuant to Section 9.2 or assessment for any Tax for which a refund may be available to Seller, then Purchaser and Seller is responsible and keep Seller informed of progress shall, subject to the indemnification procedures set forth in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities Section 9.4 to the extent Seller is not controlling inconsistent with this Section 7.16(e), jointly control the proceedings. Purchaser prosecution, defense and settlement of any such Tax Proceeding, each party shall not settle, consent to cooperate with the entry of a judgment of other party at its own expense and there shall be no settlement or compromise any audit, examination closing or proceeding relating to Taxes for which it is entitled to indemnification hereunder other agreement with respect thereto without the prior written consent (of the other party, which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governwithheld.

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts a claim for Taxes in respect of the commencement Acquired Companies for a Pre-Closing Tax Period, Straddle Tax Period or, to the extent limited below by the last sentence of this Section 9.6(a), a Post-Closing Tax Period, then the party hereto first receiving notice of such claim shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Section 9, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. This Section 9.6 shall apply to a Post-Closing Tax Period only to the extent that such claim could reasonably be expected to result in an increase in the liability of the Sellers in accordance with the terms of this Agreement. (b) Sellers shall have the right to control any audit, examination examination, contest, litigation or other proceeding relating in whole by or in part to Taxes against any taxing authority (a “Tax Proceeding”) of the Acquired Companies for any taxable period that ends on or before the Closing Date or for any taxable period of Sellers or any of their Affiliates during which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With combined, consolidated or unitary Tax Return includes any Acquired Company and Sellers or any of their Affiliates; provided, however, that with respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (Tax Proceeding solely in the case respect of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity toCompanies that would reasonably be expected to have a significant adverse impact on Purchaser, (i) take such Sellers shall consult with Purchaser before taking any significant action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Tax Proceeding and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toii) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Sellers shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding for a Straddle Period of the Acquired Companies, Purchaser shall have the provisions right to control such Tax Proceeding; provided, however, that (i) Purchaser shall provide Sellers with a timely and reasonably detailed account of Section 9.03 each phase of such Tax Proceeding, (ii) Purchaser shall governconsult with Sellers before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Sellers and offer Sellers an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) Sellers shall be entitled to participate in such Tax Proceeding, at their own expense, if such Tax Proceeding could have an adverse impact on Sellers or any of their Affiliates and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Sellers if such settlement, compromise or abandonment would have an adverse impact on Sellers or any of their Affiliates. (d) Purchaser shall have the right to control any Tax Proceeding involving the Acquired Companies other than a Tax Proceeding described in Sections 9.6(b) or 9.6(c); provided, however, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding, if such action would reasonably be expected to have a significant adverse impact on Sellers or any Affiliate of Sellers, without obtaining the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform (i) Buyer agrees to give prompt written notice to Seller of the commencement of if it or any Affiliate receives any communication or notice with respect to any audit, examination review, examination, assessment, or any other administrative or judicial proceeding relating in whole with the purpose or in part effect of re-determining Taxes of or with respect to Taxes a Company Group Entity (including any administrative or judicial review of any claim for refund) for which Seller is responsible may be required to indemnify any Purchaser Indemnified Party provide indemnification pursuant to this Agreement. With respect to any such Tax, Agreement (a “Tax Contest”). (ii) Seller will shall have the rightright to control and defend the conduct of any Tax Contest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice, provided, that (A) Seller shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, (B) Buyer may monitor and observe (and retain separate counsel at its sole cost and expenseexpense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in extent the case of a Straddle Period) the prosecutioncircumstances allow, settlement or compromise of having an opportunity to review any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action written materials prepared in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Pre-Closing Tax Contest and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller right to attend any meetings conferences relating thereto, and scheduled calls with the Governmental Authorities to the extent (C) Seller is will not controlling the proceedings. Purchaser shall not settle, settle or consent to the entry of a judgment of any order, ruling, decision, or compromise any audit, examination other similar determination or proceeding relating finding with respect to Taxes for which it is entitled to indemnification hereunder such Pre-Closing Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (iii) Buyer shall have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Seller Representative has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 6.09(g)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of Seller. To its choice, provided, that, with respect to any Tax items in the extent that there is 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 assume joint control and retain separate co-counsel at its sole cost and expense and participate in the defense of such Tax items in the Other Tax Contest, including having an inconsistently between Section 11.06 opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) Buyer will not settle or consent to the entry of any order, ruling, decision or other similar determination or finding with respect to such Tax items in the Other Tax Contest without the prior written consent of Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). (iv) For the avoidance of doubt, the term Tax Contest shall not include, and this Section 9.03 as it relates 6.09(g) 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 a any Tax Contest, Return of the provisions Seller Affiliated Group (which includes the consolidated U.S. federal income tax return of Section 9.03 shall governthe Seller Affiliated Group).

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim relating to any Pre-Closing Period, then the party (including any Subsidiary of such party) receiving any notice related to such Tax Claim shall inform Seller of promptly provide written notice thereof to the commencement of any auditother party or parties hereto. (b) The Sellers shall have the sole right to diligently defend or prosecute, examination at their sole expense, such Tax Claim; provided that (i) the Sellers are obligated (either by the Sellers' written acknowledgment or proceeding relating in whole or in part to Taxes for which Seller is responsible by determination as described below) to indemnify any Purchaser Indemnified Party pursuant to for such Tax Claim under this Agreement. With respect to any such TaxArticle XII, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodii) the prosecutionSellers shall not, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld), enter into any compromise or delayedsettlement of such Tax Claim that would result in any Tax detriment to any Tax Indemnitee for any Post-Closing Period unless such position is consistent with positions previously taken by the Limited Companies, APX-Brazil or the APX Continuing Business, and (iii) if a Tax Indemnitee is requested by the Sellers to pay or cause to be paid the Tax claimed and to sue xxx a refund, then the Sellers shall advance to the Tax Indemnitee, on an interest-free basis and a Grossed-Up Basis, the amount of Sellerthe Tax claimed. To The Sellers shall keep Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business informed of any developments and events relating to such Tax Claim (including providing Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business with copies of all written materials relating to such Tax Claim), and Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business shall be entitled, at its own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. Purchaser, the Limited Companies, APX-Brazil or the APX Continuing Business agrees that it will cooperate with the Sellers and their counsel in the defense or prosecution of any such Tax Claim to the extent that there is reasonably requested by the Sellers in writing. If the Sellers contest their indemnification obligations with respect to any Tax Claim under this Article XII, the Sellers and Purchaser shall undertake in good faith to resolve this issue. If the Sellers and Purchaser are unable to resolve the issue within 10 days, the Sellers and Purchaser shall engage jointly an inconsistently between Section 11.06 independent nationally recognized law firm to determine whether the Sellers' indemnification obligations under this Article XII encompass such Tax Claim. The determination of such law firm shall be final and this Section 9.03 as it relates binding on the parties solely for purposes of determining whether the Sellers shall have the right to defend or prosecute a Tax ContestClaim; provided, however, that if the party against whom the determination is made does not offer the other party the opportunity to control the defense or prosecution of such Tax Claim, the provisions determination shall be final and binding on such party. The fees and other costs charged by such law firm in making such determination shall be paid by the party against whom the determination is made. (c) The Sellers and Purchaser jointly shall defend or prosecute any Tax Claim relating to any taxable period which includes (but does not end on) the Effective Date, with control of Section 9.03 the defense or prosecution being undertaken by the party with the greatest amount in interest based upon the amount of Taxes asserted in such Tax Claim. All costs, fees and expenses paid to Third Parties in the course of the defense or prosecution of such Tax Claim shall governbe borne by the Sellers and Purchaser in the same ratio as the ratio in which, pursuant to the terms of this Agreement, the Sellers and Purchaser would share the responsibility for payment of such Taxes.

Tax Contests. (A) If a claim shall be made by any taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment to Purchaser or any of its Affiliates pursuant to Section 7.4(g), Purchaser shall inform Seller promptly notify Pfizer of such claim no later than 30 days after such Tax Claim is made; provided, however, the commencement failure by Purchaser to provide such notification shall not relieve Pfizer of any audit, examination or proceeding relating in whole or in part its indemnification obligations hereunder except to Taxes for which Seller the extent that Pfizer is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. prejudiced thereby. (B) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date or relating to or affecting a Consolidated Tax Return, Pfizer shall control all proceedings and may make all decisions taken in connection with such TaxTax Claim (including selection of counsel) and, Seller will have without limiting the rightforegoing, at may in its sole cost discretion pursue or forego any and expenseall administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser shall be entitled to be informed of 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 proceeding. (C) Except as otherwise provided in Section 7.4(i)(B), Pfizer and Purchaser shall jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Claim relating to Taxes of the Conveyed Companies for which it is entitled to indemnification hereunder any Straddle Period. Neither Pfizer nor Purchaser shall settle any such Tax Claim without the prior written consent (of the other, which consent shall not be unreasonably withheld or delayedwithheld. (D) of Seller. To Except as otherwise provided in Section 7.4(i)(B), Purchaser shall control all proceedings with respect to Taxes for any taxable period beginning after the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestClosing Date. (E) Purchaser, the provisions Conveyed Companies and each of Section 9.03 their respective Affiliates, on the one hand, and Pfizer and its respective Affiliates, on the other, shall govern.cooperate in contesting any Tax Claim, 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 Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section. Back to Contents

Tax Contests. Purchaser (i) If any Taxing Authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the 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 obligations under this Section 5.5, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which correspondence received from the Taxing Authority. (ii) Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightright to control, at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of the Bank and its Subsidiaries for any Tax for which Seller is responsible taxable period that ends on or before the Closing Date; provided, however, that, if and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent the Tax Proceeding relates to the Taxes of the Bank or any of its Subsidiaries and could have an adverse effect that is material on the Bank and its Affiliates, (A) Seller is not controlling shall provide the proceedings. Purchaser Bank with a timely and reasonably detailed account of each stage of such Tax Proceeding, (B) Seller shall consult with the Bank and offer the Bank an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) Seller shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) the Bank shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority to the extent such Tax Proceeding relates to the 2008 taxable year and the short 2009 taxable year ending on the Closing Date, and (E) Seller shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Bank, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (iii) of Seller. To The Bank shall have the extent that there is an inconsistently between right to control, at its own expense, any Tax Proceeding involving the Bank and its Subsidiaries (other than any Tax Proceeding described in Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern5.5(c)(ii)).

Tax Contests. Purchaser From and after the Effective Date, QR shall inform Seller promptly notify BCI GP in writing upon receipt by QR or any of the commencement its affiliates of any communication from any Governmental Authority concerning any pending or threatened audit, examination proposed adjustment or proceeding relating deficiency, assessment, administrative or judicial proceeding, or other action, in whole each case with respect to taxes (including penalties, interest and additions thereto) for a Pre-Closing Tax Period, against REIT A (or in part to Taxes any REIT A Retained Entities) or for which Seller is responsible either BCI GP or BCI LP has an indemnification obligation (including with respect to indemnify any Purchaser Indemnified Party “imputed underpayment”) pursuant to this Agreement (a “Tax Claim”). QR shall have the right to control any such Tax Claim, including the right to employ counsel of its choice at its expense or, to the extent permitted under the Partnership Agreement, at the expense of the Partnership. If QR chooses not to control any such Tax Claim, BCI GP shall have the right to control such Tax Claim provided that (i) BCI GP shall have agreed in writing to indemnify QR for any taxes, penalties or interest arising from such Tax Claim, and shall have provided evidence reasonably satisfactory to QR that BCI GP shall have the ability to pay such amounts, and (ii) BCI GP shall conduct the defense of such Tax Claim in a manner such that the resolution of such Tax Claim would not reasonably be expected to adversely affect the taxes of QR, REIT A or any of their respective affiliates in any taxable period beginning after the Effective Date. With respect to any such TaxTax Claim, Seller will have the right, at its sole cost and expense, to control controlling party shall (in a) keep the case non-controlling party reasonably informed of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise progress of any proceeding involving such Tax Claim, (b) allow the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention non-controlling party to control or participate in such Tax Contest. Purchaser will Claim (at the non-controlling party’s expense), (c) consider in good faith all reasonable comments from the non-controlling party regarding the conduct of or positions taken with respect to such Tax Claim and will cause the Acquired Entity to(d) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the prior written consent of the non-controlling party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern).

Tax Contests. Purchaser (a) The Buyer and the Company, on the one hand, and the Company Stockholders, the Representative and their Affiliates, on the other hand, shall inform Seller promptly notify each other upon receipt by such party of the commencement written notice of any auditinquiries, examination claims, assessments, audits or proceeding relating in whole or in part similar events with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other party of any Tax Matter shall not relieve such other party of any liability with respect to such Tax Matters except to the extent such party was actually prejudiced as a result thereof. (b) The Representative may, at the Company Stockholders’ expense, participate in and, upon written notice to the Buyer, assume the defense of any Tax Matter relating to a Pre-Closing Tax Period for which Seller is responsible to indemnify any Purchaser Indemnified Party the Company Stockholders have an indemnification obligation pursuant to this AgreementAgreement (a “Pre-Closing Tax Matter”). With If the Representative assumes such defense, the Representative shall have the authority, with respect to such Pre-Closing Tax Matter, to represent the interests of the Company before the relevant Taxing authority and have the right to control the defense, compromise or other resolution of such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, however, the Representative (x) shall not enter into any settlement of, or otherwise compromise, any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Matter without the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, delayed or conditioned), (y) shall keep Buyer informed with respect to the commencement, status, and progress of any such Pre-Closing Tax Matter controlled by the Representative, and (z) will consult with Buyer with respect to such Pre-Closing Tax Matter and reflect any reasonable comments by Buyer regarding the conduct of or positions taken in any such proceeding. (c) With respect to any Pre-Closing Tax Matter for which the Representative has not assumed such defense, Buyer shall have the authority to represent the interests of the Company before the relevant Taxing authority and have the right to control the defense, compromise or other resolution of such Pre-Closing Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, however, Buyer (x) shall not enter into any settlement of, or otherwise compromise, any such Tax Matter without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would cause the Company Stockholders to be liable for any part of the settlement amount to be paid with respect to such Pre-Closing Tax Matter or otherwise increase the Company Stockholder’s liability for Taxes under this Agreement, (y) shall keep the Representative informed with respect to the commencement, status, and progress of any such Pre-Closing Tax Matter controlled, and (z) will consult with the Representative with respect to such Tax Matter and reflect any reasonable comments by the Representative regarding the conduct of or positions taken in any such proceeding. (d) Without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall not, and shall not cause or permit Company or its Affiliates, to (i) make, change or revoke any Tax election that has any retroactive effect to any Pre-Closing Tax Period, (ii) grant an extension of Seller. To the extent any applicable statute of limitations that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Pre-Closing Tax ContestPeriod, (iii) amend or cause to be amended any Tax Return that relates to a Pre-Closing Tax Period or amend or cause to be amended (or file any election or take any other action with respect to) any return, declaration, report or other filing relating to any telecommunications fees (including payment to federal and state universal service funds) filed by the Company prior to the Closing Date, or (iv) initiate any contact (including through any voluntary disclosure program or filing of a Tax Return that relates to a Pre-Closing Tax Period inconsistent with past practice) with any Governmental Entity in respect of Taxes or Tax Returns that relates to a Pre-Closing Tax Period. (e) The Buyer shall pay to the Company Stockholders by delivering to the Escrow Agent for inclusion in the Escrow Fund (or, if no amounts are otherwise remaining in the Escrow Fund, by delivering to the Representative to be held in the Representative Reserve Fund) any refund or credit of any Tax attributable to any Pre-Closing Tax Period received by the Company in cash or by way of set-off against current Tax but excluding any such refund that (i) arises as a result of the carry back of losses or tax attributes from a period following the Closing and (ii) any customer-related government grants (including the California Teleconnect Fund and E-Rate) and business incentive credits (including Scientific Research Experimental Development (SR&ED) and eBusiness) or other similar items (any such amount a “Tax Refund”). The Buyer shall use commercially reasonable efforts to notify the Representive in writing of the receipt of any Tax Refund by a Tax authority. Any amount payable to the Company Stockholders pursuant to this Section 6.4 shall be due and payable within ten (10) Business Days after the receipt of the Tax Refund, net of any costs or expenses (including Taxes) incurred in obtaining such Tax Refund. If the Buyer makes or causes to be made any payment of a Tax Refund and such Tax Refund is subsequently denied or disallowed, the Company Stockholders shall promptly pay the amount of such denied or disallowed Tax Refund (including any interest and penalties thereon) to the Buyer within ten (10) Business Days upon request by the Buyer. (f) Neither the Buyer nor the Company nor any of their respective Affiliates shall, in connection with the Merger, make or cause to be made any actual or deemed election under Sections 338 or 336(e) of the Code, or any corresponding provisions of state, local or foreign laws. Neither the Buyer, the Company nor any of their Affiliates shall take any action which would waive or relinquish the right of the Company to carry back net operating losses generated by the Company in Pre-Closing Tax Periods to prior Tax years. (g) In the event of any conflict or overlap between the provisions of this Section 6.4 and Article VIII, the provisions of this Section 9.03 6.4 shall governcontrol.

Tax Contests. Purchaser shall inform Buyer agrees to give prompt notice to Seller of any assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, or the commencement of any audit with respect to any Tax period for an Acquired Company ending on or before the Closing Date (any such suit, action, proceeding or audit, examination a “Tax Contest”), specifying with reasonable particularity the basis therefor, and will give Seller such information with respect thereto as Seller may reasonably request. Seller shall, at its election and expense, have the right to control the Tax Contest if (i) the Tax Contest relates solely to a Tax period ending on or proceeding before the Closing Date and (ii) Seller shall have acknowledged, or if requested by Buyer confirmed, in writing that any Losses and costs of prosecuting relating in whole to such Tax Contest are entirely subject to indemnification, or in part otherwise to Taxes for which be borne, by Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax; provided, Seller will have the righthowever, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser keep Buyer informed regarding such Tax Contest on a timely basis, shall consult with Buyer in writing advance of its intention filings, discussions and meetings, shall afford Buyer the opportunity to control or review any submissions and provide Buyer with final copies of such submissions and shall allow Buyer to participate in any such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action , including in connection any meetings with a Governmental Authority or other proceedings; provided, further, that Seller shall not agree to any settlement or other disposition of any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Contest without the Buyer’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed) of . In all other instances, Buyer shall, at Seller. To ’s expense to the extent that there Seller is an inconsistently between Section 11.06 and this Section 9.03 as it relates obligated hereunder, without prejudice to a its rights to indemnification contained herein, conduct the defense of any Tax Contest, but Seller may, at its own expense, participate in any such Tax Contest to the provisions extent permitted by applicable Law; provided, that, Buyer may settle or agree to another disposition of Section 9.03 any such Tax Contest without Seller’s consent, recognizing that the determination of whether any related Losses are indemnifiable by Seller shall governbe determined in separate negotiations or proceedings. Prior to settling or agreeing upon any disposition of any such Tax Contest, Buyer shall consult with Seller regarding such Tax Contest for a period of not less than ten (10) days, after which Buyer may settle or otherwise dispose of such Tax Contest on terms Buyer determines. Failure to notify Seller of a Tax Contest or to allow Seller to control a Tax Contest in accordance with this §9.8 shall not relieve Seller of its obligations under this Agreement, except to the extent Seller’s liability under this Agreement is actually and materially adversely affected as a result thereof. This §9.8 and not §8.4.3 shall control all Tax Contests.

Tax Contests. (a) After the Closing, Purchaser shall inform promptly (within fifteen (15) days) notify Seller in writing of the commencement of any auditTax audit or administrative or judicial proceeding or of any demand or claim on Purchaser which, examination if determined adversely to the taxpayer or proceeding relating after the lapse of time would be grounds for indemnification under Section 10.01(a). Such notice shall contain factual information (to the extent known to Purchaser) describing the asserted Tax liability in whole reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in part respect of any such asserted Tax liability. If Purchaser fails to Taxes for give Seller prompt notice of an asserted Tax liability as required by this Section 10.02(a), then (i) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall have no obligation to indemnify Purchaser, the Company or any Subsidiary against any loss arising out of such asserted Tax liability, and (ii) if Seller is not so precluded from contesting but such failure to give prompt notice results in a detriment to Seller, then any amount which Seller is responsible otherwise required to indemnify pay Purchaser, the Company or any Purchaser Indemnified Party Subsidiary pursuant to this Agreement. With Section 10.01 with respect to any such Taxliability shall be reduced by the amount caused by such detriment. (b) Seller may elect to direct, through counsel chosen by Seller will have the right, and at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 10.01(a) (any such audit, claim for refund or proceeding relating to Taxes for which it is entitled an asserted Tax liability are referred to herein collectively as a "Contest"). If Seller elects to direct the Contest of an asserted Tax liability, Seller shall within ninety (90) calendar days after receipt of written notice of the asserted Tax liability notify Purchaser of its intent to do so, and Purchaser, the Company and each affected Subsidiary shall fully cooperate in each phase of such Contest. If Seller elects not to direct the Contest or Seller fails to notify Purchaser of its election as herein provided, Purchaser, the Company and each affected Subsidiary may pay, compromise or contest, at its own expense, such asserted liability and seek indemnification hereunder therefor pursuant to Section 10.01(a). However, in such case, Purchaser, the Company and each affected Subsidiary may not settle or compromise any asserted Tax liability without first giving written notice to Seller of the prior terms of such settlement or compromise and receiving the written consent (which of Seller to such settlement or compromise; provided, however, that consent to such settlement or compromise shall not be unreasonably withheld or delayed) of by Seller. To In any event, each of Purchaser and Seller shall have the extent that there is an inconsistently between Section 11.06 right to attend and this Section 9.03 as it relates participate, at their own expense, in the Contest. If Seller chooses to a Tax direct the Contest, Purchaser, the provisions Company and each affected Subsidiary shall promptly empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as Seller may designate to represent the relevant entity or any successor thereto in the Contest insofar as the Contest involves an asserted Tax liability for which Seller would be liable under Section 9.03 10.01(a). (c) Except for the proceedings the control of which is determined pursuant to Section 10.02(b), Purchaser shall, at its own expense, control, manage and solely be responsible for any audit, contest, claim, proceeding or inquiry with respect to Taxes for any taxable year or period ending after the Closing Date, and shall governhave the exclusive right to settle or contest any such audit, contest, claim, proceeding or inquiry without the consent of any other party and shall be responsible for all Taxes payable for any such year or period.

Tax Contests. Purchaser Parent shall inform Seller deliver a written notice to the Sellers in writing promptly following any demand, claim, or notice of the commencement of any audita claim, proposed adjustment, assessment, examination or other administrative or court proceeding relating in whole or in part with respect to Taxes of the Company for which Seller is responsible the Sellers may be liable (“Tax Contest”) and shall describe in reasonable detail (to indemnify the extent known by Parent or the Company) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses, if any Purchaser Indemnified Party pursuant to this Agreement. (the “Tax Claim Notice”). (i) With respect to Tax Contests for Taxes of the Company for a taxable period ending on or before the Closing Date, the Sellers may elect to assume and control the defense of such Tax Contest by written notice to Parent within sixty (60) days after delivery by Parent to the Sellers of the Tax Claim Notice. If the Sellers elect to assume and control the defense of such Tax Contest, Sellers (A) shall bear their own costs and expenses, (B) shall be entitled to engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or sxx for refund where applicable Law permits such Taxrefund suit, Seller will have or (3) contest, settle or compromise the rightTax Contest in any permissible manner, at and Parent shall (and shall cause its sole cost Affiliates including the Company) to cooperate with the Sellers in pursuing such Tax Contest (including by providing appropriate powers of attorney and expenseexecuting any and all agreements, to control (instruments and other documents that are necessary or appropriate in connection with the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving Tax Contest). If the TaxSellers elect to assume the defense of any Tax Contest, provided that Seller the Sellers shall have promptly notified Purchaser in writing keep Parent reasonably informed of its intention all material developments and events relating to control or participate in such Tax Contest. Purchaser will , and Parent shall have the right to participate in (but not control) the defense of such Tax Contest at its own cost and will cause the Acquired Entity toexpense. (ii) take such action in In connection with any Tax Contest that relates to Taxes of the Company for a taxable period ending on or before the Closing Date that the Sellers do not elect to control pursuant to Section 6.3(e)(i), such proceeding Tax Contest shall be controlled by Parent (at its own cost and expense) and the Sellers agree to cooperate with Parent in pursuing such Tax Contest, provided, however, that Seller reasonably requests, none of Parent or its Affiliates (including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toCompany) inform Seller promptly, and send Seller copies promptly upon receipt, of shall enter into any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settlement or compromise with respect to any audit, examination or proceeding relating such Tax Contest that relates to Taxes of the Company for which it is entitled to indemnification hereunder a taxable period ending on or before the Closing Date without the prior written consent (of the Sellers, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To the extent In connection with any Tax Contest that there is an inconsistently between Section 11.06 and described in this Section 9.03 as it relates 6.3(e)(ii) and controlled by Parent, Parent shall keep the Sellers reasonably informed of all material developments and events relating to such Tax Contest and, at their own cost and expense, the Sellers shall have the right to participate in (but not control) the defense of such Tax Contest. (iii) Parent and the Sellers shall jointly control (at each Party’s own cost and expense) all Tax Contests relating to Straddle Periods of the Company. The Parties agree to cooperate with each other in pursuing any such Tax Contest (including by Parent providing or causing to be provided powers of attorney) and neither Parent nor the Sellers shall (or shall permit any of their Affiliates including the Company) to settle a Tax Contest relating to a Tax ContestStraddle Period of the Company without the other Party’s prior written consent, the provisions of Section 9.03 which consent shall governnot be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform Seller of (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 13.6, the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant will promptly notify the Indemnifying Party of such claim (a "TAX CLAIM"); PROVIDED, HOWEVER, that the failure to this Agreement. give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any such TaxTax Claim relating to Income Taxes and relating to a taxable period ending on or before the date hereof, Seller will have control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, at may in its sole cost discretion pursue or forego any and expenseall administrative appeals, to proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Seller will keep Buyer informed in respect of all material aspects of such Tax Claims. (c) Except as otherwise provided in Section 13.8(b), Seller and Buyer will jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including Tax Claim relating to Income Taxes of the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment Company for any Straddle Period. Neither Seller nor Buyer will settle any such Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Claim without the prior written consent of the other (which consent shall not to be unreasonably withheld or delayedwithheld). (d) of Seller. To the extent that there is an inconsistently between Section 11.06 and Except as otherwise provided in this Section 9.03 as it relates to 13.8, Buyer will control all proceedings and may make all decisions taken in connection with any Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax ContestClaim in any permissible manner. (e) Each of Buyer, the provisions Company and their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other, will cooperate in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of Section 9.03 shall governrecords and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Tax Contests. Purchaser shall inform Seller From and after Closing: (a) If any Governmental Entity commences a Tax Proceeding of or with respect to any of the commencement Transferred Companies or their respective Subsidiaries (x) that, if pursued successfully by the applicable Governmental Entity, would reasonably be expected to serve as the basis for a claim for indemnification under Article VII or (y) for any Pre-Closing Period or any Straddle Period, then the party to this Agreement first receiving notice of any audit, examination such Tax Proceeding promptly shall provide written notice thereof to the other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is prejudiced by such failure. With respect to In the case of any such TaxTax Proceeding described in clause (x) of this Section 7.6(a), Seller will have such notice shall specify in reasonable detail the right, at its sole cost basis for such claim for indemnification under Article VII and expense, to control shall include a copy of the relevant portion of any correspondence received from the Governmental Entity. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to any of the Transferred Companies or their respective Subsidiaries for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 7.6(d)), settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified the exclusive right to control the defense of such Tax Proceeding; provided, however, that (x) if the resolution of such Tax Proceeding could reasonably be expected to have a material adverse impact on Purchaser in writing or any of its intention to control Affiliates (including any Transferred Company or participate any Subsidiary thereof after the Closing) in any Post-Closing Period, Parent promptly shall provide written notice of such Tax Contest. Proceeding to Purchaser will (and will cause the Acquired Entity to) take promptly shall respond to any reasonable requests from Purchaser for information relating to such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyTax Proceeding, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (y) Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates (including the Transferred Companies and their respective Subsidiaries) in any Post-Closing Period. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding of or with respect to any of the Transferred Companies or their respective Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)), the provisions Controlling Party shall have the right and obligation to control the defense, 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 Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall govern.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 attend

Tax Contests. Purchaser (a) After the Closing, each of the Buyer and the Seller shall inform Seller promptly notify the other in writing of the proposed assessment or the commencement of any audit, examination Tax audit or administrative or judicial proceeding relating in whole or in part of any demand or claim with respect to Taxes relating to the Company, of which such party has been informed in writing by any Governmental Authority, which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to indemnification under this Agreement. With Such notice shall contain factual information (to the extent known to the Seller, the Buyer, or the Company) describing the asserted liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted liability for Taxes, provided, that failure to so notify the Seller shall not relieve the Seller of its obligations hereunder unless and to the extent the Seller is actually and materially prejudiced thereby or to the extent that the Seller waives any claims or defenses. In the case of a Tax audit or administrative or judicial proceeding with respect to any such Taxthe Company (a “Contest”) that relates to a Pre-Closing Tax Period, the Seller will shall have the right, at its sole cost and expense, to control the conduct of such Contest; provided, that (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodi) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser diligently prosecute such Contest in good faith, (ii) the Seller shall keep the Buyer reasonably informed of the status of developments with respect to such Contest, (iii) the Seller shall demonstrate to the Buyer in writing of its intention the Seller’s financial ability to control or participate in provide full indemnification to the Buyer with respect to such Tax Contest. Purchaser will Contest (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and ability to post any bond required by the execution of powers of attorney. Purchaser will court or adjudicative body before which such Contest is taking place), (and will cause iv) the Acquired Entity to) inform Seller promptlyshall, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities subject to the extent limitations set forth herein, agree in writing to be fully responsible for all losses relating to such Contest, (v) the Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry discharge, or otherwise dispose of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Contest without the prior written consent (of the Buyer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, and (vi) of Seller. the Buyer, at its own expense, shall have the right to fully participate in any such Contest. (b) The Buyer shall control and shall have the right to discharge, settle, or otherwise dispose of, at its own expense, all other Contests. (c) To the extent that there is an inconsistently of any inconsistency between Section 11.06 and this Section 9.03 as it relates to a Tax Contest6.6 and any other provision of this Agreement, the provisions of this Section 9.03 6.6 shall governcontrol.

Tax Contests. Purchaser (a) The party obliged to provide indemnification under this Section 8.10 (the "Tax Indemnitor") shall inform Seller of assume and direct the commencement defense or settlement of any audithearing, examination arbitration, suit or other proceeding relating in whole (each a "Tax Contest") commenced, filed or in part otherwise initiated or convened to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With investigate or resolve the existence and extent of a liability with respect to any such Tax, Seller will which the Tax Indemnitor would have an indemnification obligation under this Section 8.10 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 8.10 (the "Tax Indemnified Party") shall have the rightright to participate, at as its sole own cost and expense, to control (in the case defense of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest, it being understood that the Tax Indemnitor shall control such Tax Contest. (b) The Tax Indemnitor shall pay all out-of-pocket expenses and other costs related to the Tax Indemnified Liability, including but not limited to fees for attorneys, accountants, expert witnesses or other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party (other than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. Purchaser will (and will cause To the Acquired Entity to) take such action in connection with extent that any such proceeding that Seller reasonably requestsexpenses and other costs have been or are paid by a Tax Indemnified Party, including the selection of counsel and experts and Tax Indemnitor shall promptly reimburse the execution of powers of attorney. Purchaser will Tax Indemnified Party therefor. (and will cause the Acquired Entity toc) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim closing agreement or assessment for other agreement with respect to any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls liability with the Governmental Authorities respect to the extent Seller is not controlling Business, the proceedings. Purchaser shall not settle, consent to Assets or the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Transferred Subsidiaries without the prior written consent of the Tax Indemnified Party (which such consent shall not to be unreasonably withheld or delayed) of Seller. To if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, Indemnified Party for taxable periods or portions thereof beginning after the provisions of Section 9.03 shall governClosing Date.

Tax Contests. Purchaser shall inform promptly notify Seller in writing upon receipt by Purchaser or any of its Affiliates, and Seller shall promptly notify Purchaser in writing upon receipt by Seller or any of its Affiliates, of notice of any deficiency, proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other Tax Proceeding of the commencement Acquired Companies for any Pre-Closing Tax Period (a “Pre-Closing Tax Claim”) or any Straddle Period (a “Straddle Tax Claim”). Except to the extent no Losses resulting from a Pre-Closing Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), Seller shall control the contest of any auditPre-Closing Tax Claim, examination or proceeding relating in whole or in part provided that Purchaser shall be entitled to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, fully participate at its sole cost and expense, to control (expense in the case of a such Pre-Calculation Date Closing Tax Period) or participate in (in Claim and shall be reasonably consulted throughout the case course of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that such Pre-Closing Tax Claim. Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Pre-Closing Tax Claim without obtaining the prior written consent of Purchaser (which such consent not to be unreasonably withheld, conditioned or delayed). Purchaser shall control the contest of any Straddle Tax Claim, provided that, if any Losses resulting from a Straddle Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), then Seller shall be entitled to fully participate at its sole expense in such Straddle Tax Claim and shall be reasonably consulted throughout the course of such Straddle Tax Claim. If any Losses resulting from a Straddle Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), Purchaser shall not settle or compromise such Straddle Tax Claim without obtaining the prior written consent of Seller (such consent not to be unreasonably withheld withheld, conditioned or delayed). This Section 8.9 (and not Section 11.5) shall govern any Third Party Claim with respect to Taxes of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governAcquired Companies.

Tax Contests. If the Purchaser receives a notice of assessment or reassessment, a written proposal for an assessment or reassessment, a notice of confirmation of an assessment or reassessment, or a similar document (a “Tax Notice”) from any Tax Authority for any Taxes in respect of which a claim may be made for indemnification under this Agreement, the Purchaser shall inform Seller promptly (but in any event within ten (10) Business Days of receipt) deliver a copy of the commencement Tax Notice to the Seller, together with all correspondence and any other documents received by the Purchaser with respect to such Tax Notice. The Purchaser and the Seller agree to cooperate and to cause their Affiliates to cooperate with each other to the extent reasonably required after the Closing Date in connection with any submissions in respect of such Tax Notice and any auditobjection or appeal in respect of such Tax Notice (each a “Tax Contest”). If the Seller’s Tax liability or the Seller’s right to a Tax refund could be affected by the Tax Contest or if the Seller could have an indemnification obligation under this Agreement in respect of the Tax Contest, examination the Seller shall have the right to conduct, control, defend, settle or proceeding relating in whole compromise the defence of the Tax Contest at its own expense, whether the Tax Contest began before or in part to Taxes for which after the Closing, provided the Seller is responsible acknowledges its obligation to indemnify any the Purchaser Indemnified Party pursuant in respect of that Tax Contest in accordance with the terms of, and subject to this Agreementthe limitations set out or referred to in, Section 7.1. With respect The Seller shall have the right to determine whether or not the Transferred Entities shall agree to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Taxa Tax Contest, provided that (a) where such settlement or compromise would, in and of itself, have the effect of increasing the Tax payable by any Transferred Entity for any period beginning on or after the Cut-off Date, such settlement or compromise shall require the written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed and provided that (b) notwithstanding Section 7.9(a), the Seller shall have promptly notified Purchaser be entitled, without the Purchaser’s consent, to cause any relevant Transferred Entity to claim any deduction available to it in writing of its intention computing income, taxable income or Tax payable under the ITA and similar provincial laws (other than a deduction that arises in a period beginning on or after the Cut-off Date), or to control claim any other applicable Tax attribute, deduction or participate advantage (other than an attribute, deduction or advantage that arises in a period beginning on or after the Cut-off Date) in settling or compromising such Tax Contest. The Purchaser will shall provide the Seller with all necessary powers of attorney and other necessary documents and assistance to allow the Seller to effectively conduct and control such defence. In addition, in any such case, the Purchaser agrees to cooperate (and will and, following Closing, to cause the Acquired Entity toTransferred Entities to cooperate) take such action with the Seller in connection with all aspects of the proper prosecution of any such proceeding that Seller reasonably requestsTax Contest (including reasonable cooperation with respect to production and delivery of documents, including examinations for discovery, preparation of undertakings and selection and making reasonable efforts to secure attendance of appropriate witnesses for discoveries and hearing). The Purchaser shall also have the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyright to observe, at its own expense, and send Seller copies promptly upon receiptto be kept informed of the conduct, negotiation, settlement or defence of any notice Tax Contest the control of an auditwhich has been assumed by the Seller. If the Seller does not assume control of a Tax Contest as permitted in this Section 7.9, examinationthe Purchaser shall be entitled to conduct, claim negotiate, settle or assessment defend the Tax Contest at its own expense (provided that no such settlement shall increase the amount of Taxes for which the Seller may be required to indemnify the Purchaser under Section 7.1, except for Taxes directly at issue in the Tax Contests), and shall allow the Seller to observe, at its own expense, and shall keep the Seller informed of, such conduct, negotiation, settlement or defense, and such settlement or any other final determination of the Tax Contest shall be binding upon the Seller. Notwithstanding any other provision of this Agreement, with the exception of the preceding sentence, the Seller shall not be responsible for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities Taxes to the extent Seller is not controlling attributable to any action taken by the proceedings. Purchaser shall not settle, consent with respect to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Tax Contest without the prior written consent (which consent of the Seller. The Seller shall not be unreasonably withheld or delayedrequired to make any payment on account of Taxes for which the Seller is required to indemnify the Purchaser hereunder until final determination (from which no appeal may be instituted) of Sellerany Tax Contest in respect of such Taxes, unless the relevant Tax Authority is entitled to take collection action in respect of such Taxes, notwithstanding the Tax Contest relating thereto, in which case the Seller shall pay such Taxes or the portion thereof that are subject to immediate collection action by the relevant Tax Authority within the time required by Applicable Law. To Failure by any Party to notify any other Party or to keep such other Party informed and involved, or to deliver any documents as provided in this Section 7.9 shall not relieve the Party otherwise entitled to such notice, or to be kept informed and involved, of the indemnification obligations contained in this Agreement except to the extent that there is an inconsistently between such failure results in prejudice to such other Party. This Section 11.06 and this Section 9.03 as it relates to a 7.9 shall govern the control of Tax Contest, Contests other than the provisions of Section 9.03 shall governTax Litigation.

Tax Contests. Purchaser (i) Acquiror shall inform Seller of deliver a written notice to the Securityholder Representative promptly following the commencement of any audit, examination or proceeding relating in whole or in part Action with respect to Taxes of the Company for which Seller is responsible the Company Securityholders may be liable (“Tax Contest”) and shall describe in reasonable detail (to indemnify the extent known by Acquiror) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed losses (including Taxes), if any Purchaser Indemnified Party pursuant (the “Tax Claim Notice”); provided, however, that the failure or delay to this Agreement. so notify the Securityholder Representative shall not relieve the Company Securityholders of any obligation or liability that the Company Securityholders may have to Acquiror., except to the extent that the Company Securityholders demonstrate that the Company Securityholders are materially adversely prejudiced thereby. (ii) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), such Tax Contest shall be controlled by Acquiror; provided, , Acquiror shall not (1) forego any administrative appeals, litigation, proceedings, hearings and conferences with any taxing authority, (2) pay the Tax claimed or (3) settle or compromise such Tax Contest without the prior written consent of the Securityholder Representative, such consent not to be unreasonable withheld, conditioned or delayed. Any disputes over such Tax Contests shall be submitted to the Independent Tax Accountant for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii). Acquiror shall (A) keep the Securityholder Representative informed of all material developments and events relating to such Tax Contest (including [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. promptly forwarding copies to the Securityholder Representative of any related correspondence and shall provide the Securityholder Representative with an opportunity to review and comment on any material correspondence before Acquiror sends such correspondence to any taxing authority), (B) consult with the Securityholder Representative in connection with the defense or prosecution of any such Tax, Seller will Tax Contest and (C) provide such cooperation and information as the Securityholder Representative shall reasonably request and the Securityholder Representative shall have the right, at its sole the Securityholder Representative’s cost and expenseexpense (on behalf of the Company Securityholders), to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodbut not control) the prosecution, settlement or compromise defense of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will Contest (and will cause the Acquired Entity to) take such action including participating in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls discussions with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent applicable Tax authorities regarding such Tax Contests). (which consent shall not be unreasonably withheld or delayediii) of Seller. To the extent that there is an inconsistently of any conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest5.9(f) and Section 8.8, the provisions of this Section 9.03 5.9(f) shall governcontrol.

Tax Contests. Purchaser (i) Following Closing, Buyer shall inform provide the Seller of the commencement Representative with notice of any audit, examination audit or other inquiry or proceeding relating in whole (i) with respect to any Tax Return of a Purchased Entity for a Pre-LBSD Tax Period, including an LBSD Straddle Period, any Tax Return of a Blocker Entity for a Pre-Closing Tax Period, including a Straddle Period, or in part any income Tax Return of a Group Company that is a pass-through entity for federal income Tax purposes for a Pre-Closing Tax Period, including a Straddle Period or (ii) which may give rise to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to an indemnification obligation of Sellers under this Agreement. With In the case of any such audit or other inquiry or proceeding that may (i) result in the direct imposition of Tax liability on any Seller (or any direct or indirect holder of an interest in any Seller) or (ii) give rise to an indemnification obligation of Sellers under this Agreement other than with respect to any the qualification of Middle Blocker for taxation as a REIT (each, a “Tax Proceeding”), in each case with respect to (1) a Blocker Entity with respect to a Tax period ending on or before the Closing Date, (2) a Group Company for a Tax period ending on or prior to the Latest Balance Sheet Date, or (3) income Tax matters of a Group Company that is a pass-through entity for federal income Tax purposes, the Seller Representative shall be entitled to control the defense of such TaxTax Proceeding, and Buyer shall cooperate with the Seller will have Representative and provide, and cause the rightPurchased Entities to provide, such assistance as the Seller Representative may reasonably request in connection with exercising such control. Where the Seller Representative controls a Tax Proceeding described above in this Section 7.14(c)(i), the Seller Representative shall permit Buyer, at its sole cost and Buyer’s expense, to control (in the case of a Pre-Calculation Date participate in, but not control, such Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement Proceeding and shall not settle or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Proceeding without the prior written consent of Buyer, with such consent not to be unreasonably withheld, conditioned or delayed. In any Tax Proceeding that the Seller Representative controls under this Section 7.14 that relates to federal income Tax matters of a Purchased Entity taxable for the relevant tax period as a partnership for federal income tax purposes, the Seller Representative shall be appointed as the “partnership representative” (which consent within the meaning of Section 6223(a) of the Code) of such Purchased Entity with respect to the relevant Tax period, and the Seller Representative shall appoint the designated individual of such Purchased Entity for such Tax period under the Treasury Regulations under Section 6223 of the Code. Unless otherwise agreed by Buyer and the Seller Representative in their sole discretions, the Seller Representative shall cause the relevant Purchased Entity to make any available elections under Sections 6221(b), 6225, or 6226 of the Code, first to avoid the imposition of any Tax on such Purchased Entity and second, if Tax is to be imposed on such Purchased Entity, to minimize the amount of such Tax. Each of Buyer and each Seller shall provide such cooperation and information as the Seller Representative may reasonably request in order to make such elections. Buyer shall control the defense of all Tax Proceedings not controlled by the Seller Representative under this Section 7.14 and all audits or other inquiries or proceedings give rise to an indemnification obligation of Sellers under this Agreement with respect to the qualification of Middle Blocker for taxation as a REIT (any such proceeding, and each Tax Proceeding not controlled by the Seller Representative under this Section 7.14, a “Buyer Controlled Tax Proceeding”). Buyer shall, with respect to any Buyer Controlled Tax Proceeding, permit the Seller Representative, at the Seller Representative’s expense, to participate in, but not control, such Tax Proceeding and shall not settle or compromise such Tax Proceeding without the prior written consent of the Seller Representative, with such consent not to be unreasonably withheld withheld, conditioned or delayed) of Seller. To Unless otherwise agreed by Buyer and the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Seller Representative in their sole discretions, Buyer shall, with respect to a Buyer Controlled Tax ContestProceeding, cause any Group Company that is taxable as a partnership for U.S. federal income Tax purposes to make any available elections under Sections 6221(b), 6225, or 6226 of the Code, first to avoid the imposition of any Tax on such Purchased Entity and second, if Tax is to be imposed on such Purchased Entity, to minimize the amount of such Tax. Each Seller shall provide such cooperation and information as Buyer may reasonably request in order to make such elections. Other than with respect to Tax Proceedings and Buyer Controlled Tax Proceedings described above, Buyer shall be entitled to exclusively control the conduct of any audit or other inquiry or proceeding with respect to any Purchased Entity, in its sole discretion. (ii) None of Buyer, the provisions Seller Representative, or any Seller shall take any position in any audit or other inquiry or proceeding with respect to a Straddle Period of any Purchased Entity that is inconsistent with Section 9.03 shall govern7.14(d) as reflected on the federal income Tax Returns of the Company for the Tax year in which the Closing occurs.

Tax Contests. Purchaser (i) If any Governmental Authority issues to a Target Company (A) a notice of its intent to audit or conduct another legal proceeding with respect to Taxes of such Target Company for any taxable period ending on or before the Closing Date or (B) a notice of deficiency for Taxes for any Pre-Closing Tax Period (a “Tax Claim”), the Buyer shall inform promptly notify Seller of its receipt of such communication from the commencement Governmental Authority. No failure or delay of any audit, examination Buyer in the performance of the foregoing shall reduce or proceeding relating in whole otherwise affect the obligations or in part to Taxes for which liabilities of Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect Agreement except to the extent Seller is actually prejudiced by such delay or failure. (ii) Buyer shall allow Seller to manage, control and defend (at its sole expense) such audit or administrative or judicial proceeding involving any Tax Claim of a Target Company relating to a taxable period ending on or before the Closing Date (any such Taxaudit or proceeding a “Tax Contest”); provided that, Seller will have the rightBuyer, at its sole cost and expense, shall have the right to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is may not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such matter without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To Buyer shall manage, control and defend any Tax Contest to the extent that there is an inconsistently between Section 11.06 Seller does not elect to manage, control and this Section 9.03 as it relates defend such Tax Contest; provided that Seller, at its sole cost and expense, shall have the right to a participate in any such Tax Contest, and Buyer shall not allow the provisions Target Companies to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Indemnified Taxes without the permission of Section 9.03 the Seller (which permission shall governnot be unreasonably withheld, delayed, or conditioned). Notwithstanding the foregoing, the Seller, at its sole cost and expense, shall control any Tax Contest of any Tax or Tax Return of any Seller Affiliated Group and shall timely pay all resulting Taxes.

Tax Contests. Purchaser shall inform Seller of (a) Other than as provided in Section 12.3(b) and Section 12.3(c), (i) Either CREH or the commencement Company may contest, in good faith, by appropriate legal proceedings, each at its own expense, the validity, applicability, or amount of any audit, examination tax or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes charge for which it is entitled responsible pursuant to indemnification hereunder without Section 12.1 or otherwise that is levied or assessed against it in connection with this Agreement; provided the prior written contesting Party has taken such actions as will preclude foreclosure of a lien on the Power Plant, the Gas Processing Facility or CREH’s Field Facility and (ii) the Party contesting the tax or assessment, after notifying the other Party in writing of such tax contest, may contest the same in its own name or, with the consent of the non-contesting Party (which consent shall not be unreasonably withheld withheld), in the name of such non-contesting Party, and the non-contesting Party agrees to reasonably cooperate in such contest. In the event of any such contest, all costs and expenses of pursuing such contest incurred by the contesting Party shall be paid by the contesting Party. No such contest shall subject the non-contesting Party to any possible liabilities, costs, or delayed) criminal penalties or, strictly by virtue of Sellersuch contest, result in the imposition of a lien upon the Power Plant or Gas Processing Facility. To Notwithstanding anything to the extent that there is an inconsistently between Section 11.06 and contrary in this Agreement, the nonpayment of taxes in connection with a tax contest as described in this Section 9.03 12.3 shall not be deemed a default under this Agreement until the final determination in such contest and the expiration of any due date therein established, so long as it relates the contesting Party has taken the actions provided above and shall not allow the foreclosure of the Power Plant or Gas Processing Facility or any part thereof. (b) CREH shall have the exclusive right to a Tax Contestcontest, by appropriate legal proceedings, at its own expense, the provisions validity, applicability, or amount of Section 9.03 any ad valorem tax or charge with respect to the Gas Processing Facility for which CREH has responsibility under applicable Law. (c) CREH shall governhave the exclusive right to contest, by appropriate legal proceedings, at its own expense, the validity, applicability, or amount of any ad valorem tax or charge with respect to the Power Plant for which CREH has responsibility under applicable Law, provided that, upon request by the Company, CREH shall keep the Company informed as to the status of any such contest and shall consider in good faith the recommendations or suggestions of the Company with respect to any such contest.

Tax Contests. Purchaser shall inform Seller If any governmental body or authority issues to the Company (i) a notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of the commencement Company for periods ending on or prior to the Closing Date or (ii) a notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify the Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall interfere with the Company’s ability to successfully defend against any audit, examination liability or claim for Taxes that the Sellers are obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) the Sellers shall have the right to participate in whole any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle, fail to contest (if the Sellers’ Representative has requested in part writing that Purchaser contest), or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to the Sellers are liable under this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Agreement without the prior written consent permission of the Sellers (which consent shall will not be unreasonably withheld or delayed). At the request of the Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending on or before the Closing Date on terms acceptable to the Sellers and the applicable taxing authority; provided, that (i) the Sellers shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) that the Sellers are liable for under this Agreement as a result of Sellersuch settlement or other resolution, and (ii) the settlement or other resolution does not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. To the extent that If there is an inconsistently between Section 11.06 and adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Section 9.03 as it relates Agreement, the Sellers shall pay to a 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, the provisions of Section 9.03 shall governwhichever is later.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim relating to any Pre-Closing Period, then the party (including any Subsidiary of such party) receiving any notice related to such Tax Claim shall inform Seller of promptly provide written notice thereof to the commencement of any auditother party or parties hereto. (b) The Sellers shall have the sole right to diligently defend or prosecute, examination at their sole expense, such Tax Claim; provided that (i) the Sellers are obligated (either by the Sellers' written acknowledgment or proceeding relating in whole or in part to Taxes for which Seller is responsible by determination as described below) to indemnify any Purchaser Indemnified Party pursuant to for such Tax Claim under this Agreement. With respect to any such TaxArticle XII, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodii) the prosecutionSellers shall not, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld), enter into any compromise or delayedsettlement of such Tax Claim that would result in any Tax detriment to any Tax Indemnitee for any Post-Closing Period unless such position is consistent with positions previously taken by the Limited Companies, APX-Brazil or the APX Continuing Business, and (iii) if a Tax Indemnitee is requested by the Sellers to pay or cause to be paid the Tax claimed and to sue xxx a refund, then the Sellers shall advance to the Tax Indemnitee, on an interest-free basis and a Grossed-Up Basis, the amount of Sellerthe Tax claimed. To The Sellers shall keep Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business informed of any developments and events relating to such Tax Claim (including providing Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business with copies of all written materials relating to such Tax Claim), and Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business shall be entitled, at its own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. Purchaser, the Limited Companies, APX-Brazil or the APX Continuing Business agrees that it will cooperate with the Sellers and their counsel in the defense or prosecution of any such Tax Claim to the extent that there is reasonably requested by the Sellers in writing. If the Sellers contest their indemnification obligations with respect to any Tax Claim under this Article XII, the Sellers and Purchaser shall undertake in good faith to resolve this issue. If the Sellers and Purchaser are unable to resolve the issue within 10 days, the Sellers and Purchaser shall engage jointly an inconsistently between Section 11.06 independent nationally recognized law firm to determine whether the Sellers' indemnification obligations under this Article XII encompass such Tax Claim. The determination of such law firm shall be final and this Section 9.03 as it relates binding on the parties solely for purposes of determining whether the Sellers shall have the right to defend or prosecute a Tax ContestClaim; provided, however, that if the party against whom the determination is made does not offer the other party the opportunity to control the defense or prosecution of such Tax Claim, the provisions determination shall be final and binding on such party. The fees and other costs charged by such law firm in making such determination shall be paid by the party against whom the determination is made. (c) The Sellers and Purchaser jointly shall defend or prosecute any Tax Claim relating to any taxable period which includes (but does not end on) the Effective Date, with control of Section 9.03 shall govern.the defense or prosecution being undertaken by the party with the greatest amount in interest based upon the amount of Taxes asserted in such Tax Claim. All costs, fees and

Tax Contests. Purchaser shall inform Seller of (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 13.8, the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, however, that the failure to this Agreement. give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any such TaxTax Claim relating to Income Taxes and relating to a taxable period ending on or before the Closing Date or to any other taxable period in which any of the Acquired Companies joined in filing any Consolidated Tax Return, Seller will have control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, at may in its sole cost discretion pursue or forego any and expenseall administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Before taking any action with respect to the conduct of such Tax Claim (including the submission of any protest, petitions, or responses to information document requests), Seller shall first consult with Buyer in good faith about such action. (c) Except as otherwise provided in Section 13.10(b), Seller and Buyer will jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection Tax Claim relating to Income Taxes of counsel and experts and the execution any of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment Companies for any Straddle Period. Neither Seller nor Buyer will settle any such Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Claim without the prior written consent of the other (which consent shall will not be unreasonably withheld withheld, conditioned or delayed). (d) Each of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestBuyer, the provisions Acquired Companies and their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, will cooperate, at the request of Section 9.03 the other, in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The requesting party shall governreimburse the party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

Tax Contests. Purchaser After the Closing, each of Acquiror and Seller shall inform Seller promptly notify the other in writing of the proposed assessment or the commencement of any auditTax audit or administrative or judicial proceeding (a “Tax Contest”) or of any demand or claim with respect to Taxes, examination of which such party has been informed in writing by any Taxing Authority, of Acquiror or proceeding relating in whole the Company Group or in part any of its Subsidiaries, which, if determined adversely to Taxes the taxpayer or after the lapse of time, could be grounds for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to indemnification under this Agreement. With Such notice shall contain factual information (to the extent known to Seller, Acquiror, or any member of the Company Group) describing the asserted Liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect to of any such Taxasserted Liability for Taxes, provided, that failure to so notify Seller shall not relieve Seller of its obligations hereunder unless and to the extent Seller is actually and materially prejudiced thereby. In the case of a Tax Contest that relates to a Pre-Closing Tax Period, Seller will shall have the right, at its sole cost and expense, to control (in the case conduct of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will ; provided, that (and will cause the Acquired Entity toi) take Seller shall diligently prosecute such action Tax Contest in connection with any such proceeding that good faith, (ii) Seller shall keep Acquiror reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow status of developments with respect to such Tax Contest, (iii) Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry discharge, or otherwise dispose of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without the prior written consent (which of Acquiror(such consent shall not to be unreasonably withheld withheld, conditioned, or delayed) and (iv) Acquiror shall have the right to fully participate in any such Tax Contest at its sole expense. Acquiror shall control and shall have the right to discharge, settle, or otherwise dispose of Sellerall other Tax Contests; provided, that with respect to any Tax Contest to the extent it relates to the pre-Closing portion of any Straddle Period, (i) Acquiror shall keep Seller reasonably informed of the status of developments with respect to such Tax Contest, (ii) Acquiror shall not settle, discharge, or otherwise dispose of any such Tax Contest without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned, or delayed) and (iii) Seller shall have the right to fully participate in any such Tax Contest. To the extent that there is an inconsistently of any inconsistency between Section 11.06 and this Section 9.03 as it relates to a Tax Contest10.1(g) and Section 9.6, the provisions of this Section 9.03 10.1(g) shall governcontrol.

Tax Contests. Purchaser shall inform Seller of (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 13.8, the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, however, that the failure to this Agreement. give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. (b) With respect to any such TaxTax Claim relating to Income Taxes and relating to a taxable period ending on or before the Closing Date or to any other taxable period in which any of the Acquired Companies joined in filing any Consolidated Tax Return, Seller will have control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, at may in its sole cost discretion pursue or forego any and expenseall administrative appeals, to 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 76 (c) Except as otherwise provided in Section 13.10(b), Seller and Buyer will jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection Tax Claim relating to Income Taxes of counsel and experts and the execution any of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment Companies for any Straddle Period. Neither Seller nor Buyer will settle any such Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Claim without the prior written consent of the other (which consent shall will not be unreasonably withheld withheld, conditioned or delayed). (d) Each of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestBuyer, the provisions Acquired Companies and their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, will cooperate, at the request of Section 9.03 the other, in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The requesting party shall governreimburse the party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

Tax Contests. (A) If a claim shall be made by any taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment to Purchaser or Pfizer or any of their Affiliates pursuant to Section 8.04, the indemnified party shall inform Seller promptly notify the other party of such claim no later than 15 Business Days after such Tax Claim is made, or otherwise the indemnifying party will be released from any indemnification obligation hereunder with respect to such Tax Claim to the extent of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. actual prejudice caused. (B) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date or relating to or affecting a Consolidated Tax Return, Pfizer shall control all proceedings and may make all decisions taken in connection with such TaxTax Claim (including selection of counsel) and, Seller will have without limiting the rightforegoing, at may in its sole cost discretion in good faith pursue or forego any and expenseall administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser shall be entitled to be informed of (i) such Tax Claim within a reasonable time after such Tax Claim is asserted and (ii) the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (C) Except as otherwise provided in Section 8.04(i)(B), Pfizer and Purchaser shall jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Claim relating to Taxes of the Conveyed Companies or relating to the Purchased Assets for which it is entitled to indemnification hereunder any Straddle Period. Neither Pfizer nor Purchaser shall settle any such Tax Claim without the prior written consent (of the other, which consent shall not be unreasonably withheld or delayedwithheld. (D) of Seller. To Except as otherwise provided in Section 8.04(i)(B), Purchaser shall control all proceedings with respect to Taxes for any taxable period beginning after the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestClosing Date. (E) Purchaser, the provisions Conveyed Companies and each of Section 9.03 their respective Affiliates, on the one hand, and Pfizer and its Affiliates, on the other hand, shall governcooperate in contesting any Tax Claim, 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 Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section.

Tax Contests. Purchaser (a) Buyer shall inform Seller notify the Sellers’ Representative in writing within fifteen (15) days from receipt of written notice by Buyer or its Affiliates (including on and after the commencement Closing Date, the Group Companies and their Subsidiaries) from a taxing authority of any pending or threatened audit, examination or proceeding other Action by or before such taxing authority relating in whole to any Pre-Closing Pass-Through Tax Return (each, a “Pre-Closing Pass-Through Tax Contest”). Such notice shall be accompanied by copies of any notice or in part other documents received from any Governmental Authority with respect to Taxes the Pre-Closing Pass-Through Tax Contest for which Seller such notice is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightprovided. (b) The Sellers’ Representative shall, at its sole the Sellers’ cost and expense, control any Pre-Closing Pass-Through Tax Contest (other than any Pre-Closing Pass-Through Tax Contest in which the IRS or other applicable taxing authority challenges, questions or otherwise inquires as to any Group Company’s qualification as an “S corporation”), including settlement or other disposition thereof, provided, that, if the Sellers’ Representative desires not to control (in the case of a any such Pre-Calculation Date Closing Pass-Through Tax Period) or participate in (in Contest, the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Sellers’ Representative shall have promptly notified Purchaser notify Buyer in writing of its intention decision not to control or participate such Pre-Closing Pass-Through Tax Contest within fifteen (15) days of receiving notice of such Pre-Closing Pass-Through Tax Contest from Buyer; provided, further, that, with respect to any Pre-Closing Pass-Through Tax Contest that the Sellers’ Representative controls pursuant to this Section 7.5(b), (i) Buyer shall have the right to participate, on a reasonable basis, in such Pre-Closing Pass-Through Tax Contest. Purchaser will Contest at Buyer’s own cost and expense, (and will cause ii) the Acquired Entity to) take Sellers’ Representative shall keep Buyer reasonably informed of the status of such action in connection Pre-Closing Pass-Through Tax Contest (including providing Buyer with any copies of all written correspondence regarding such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlymatter), and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in (iii) the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Sellers’ Representative shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Pre-Closing Pass-Through Tax Contest without the prior Buyer’s written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed). In the case of any such Pre-Closing Pass-Through Tax Contest that the Sellers’ Representative timely elects not to control pursuant to this Section 7.5(b) or any Pre-Closing Pass-Through Tax Contest in which the IRS or other applicable taxing authority challenges, questions or otherwise inquires as to any Group Company’s qualification as an “S corporation,” Buyer shall control such Pre-Closing Pass-Through Tax Contest; provided that (x) the Sellers’ Representative shall have the right to participate, on a reasonable basis, in any such Pre-Closing Pass-Through Tax Contest at the Sellers’ own cost and expense, (y) Buyer shall keep the Sellers’ Representative reasonably informed of the status of any such Pre-Closing Pass-Through Tax Contest (including providing the Sellers’ Representative with copies of all written correspondence regarding such matter), and (z) Buyer shall not settle any such Pre-Closing Pass-Through Tax Contest without the Sellers’ Representative’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Sellers or the Sellers’ Representative shall notify Buyer in writing within fifteen (15) days from receipt of written notice by any Seller or the Sellers’ Representative from a taxing authority of any pending or threatened audit, examination or other Action relating to any Group Company’s qualification as an “S corporation” for U.S. federal (or applicable state and local) income Tax purpose that arises in any personal income Tax matters of any Seller. To Such notice shall be accompanied by copies of any notice or other documents (or relevant portions thereof) received from any Governmental Authority with respect to the extent that there Action for which such notice is an inconsistently between Section 11.06 provided, and this Section 9.03 as it relates (i) Buyer shall have the right to participate, on a Tax Contestreasonable basis, in any such Action at Buyer’s own cost and expense, (ii) the provisions Sellers’ Representative shall keep Buyer reasonably informed of Section 9.03 the status of such Action (including providing Buyer with copies of all written correspondence regarding such matter), and (iii) the Sellers’ Representative shall governnot settle any such Action without Buyer’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Contests. Purchaser shall inform Seller (a) Notwithstanding any provisions of this Agreement to the commencement of contrary, notices with respect to, and conduct and disposition of, any auditproposed or pending audits, examination investigations, examinations assessments or proceeding proceedings relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to (a “Tax Contest”) shall be governed by this AgreementSection 5.7. With respect to any such Tax, Seller will have the right, at its sole cost The Buyer and expense, to control Total shall promptly (in the case of a Pre-Calculation Date Tax Periodi) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser notify each other in writing of its intention to control any notice of any Tax Contest or participate in assessments against the Group Companies for any taxable period including, or ending prior to, the Closing Date within twenty (20) days after receipt of such Tax Contest. Purchaser will notice and (and will cause the Acquired Entity toii) take such action furnish each other with copies of all relevant correspondence received from any Taxing Authority in connection with any such proceeding that Seller reasonably requests, including Tax Contest. The failure of one party to notify the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, other party of any notice such Tax Contest shall not relieve the other party of an auditits indemnification obligations under this Agreement, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities except to the extent Seller is not controlling any such failure actually prejudices the proceedingsdefense of any Tax claim. (b) Total shall notify the Buyer whether it intends to take on its own, at its sole expense, such actions as Total may deem appropriate in connection with any Tax Contest relating to the Group Companies for taxable periods ending on or prior to the Closing Date. Purchaser If Total so notifies its intent to take such actions on its own, the Buyer shall not take the actions and provide to Total such information and access to personnel, premises, documents and records as Total may reasonably request, during regular business hours and upon reasonable advance notice, and Total shall be entitled to require the Buyer and the Group Company involved to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, consent compromise, defend or appeal any such claim. Total shall consult in good faith with the Buyer with respect to the entry conduct of, and before entering into any settlement of, any such Tax Contest. The Buyer may participate in any such Tax Contests at its sole expense, and may elect to jointly conduct and control, with Total, all aspects of any such Tax Contests relating to taxable periods ending after the Closing Date. If Total fails to give timely instructions to the Buyer, the Buyer shall take reasonable action to resist any claim in connection with any such Tax Contest. Total shall inform the Buyer at least 30 days in advance before entering into any settlement of any Tax Contest involving the Group Companies. If the Buyer concludes that a judgment settlement would have an adverse effect on the post Closing Tax position of the Group Companies it will notify Total of such adverse effect within 30 days of receiving notice of the settlement project and will send to Total a detailed estimate of the quantum of this adverse effect together with a Tax analysis. If Total disagrees with this estimate, Total and the Buyer will appoint an international audit firm to make such estimate and failing an agreement between Total and the Buyer, such a firm will be appointed by the President of the Commercial Court of Paris acting through summary proceedings (en la forme des référés) at the request of the first party to move. If Total decides to settle a Tax Contest which has an adverse effect on the post Closing Tax position of the Group Companies, Total shall indemnify the Buyer for such adverse effect, provided this indemnification shall be capped by the estimate provided by the Buyer or by the above referred international audit firm in case of disagreement. Notwithstanding the foregoing, Total and the Buyer must both agree to any settlement of any Tax Contest involving the Group Companies relating to a taxable period beginning prior to the Closing Date and ending after the Closing Date. (c) With respect to any Tax Contest involving the Group Companies relating to taxable periods ending prior to the Closing Date, in no case shall the Buyer make any admission of liability, agreement, settlement or compromise with any auditthird party in relation to any such claim, examination whether in judicial, arbitral, administrative proceedings or proceeding relating to Taxes for which it is entitled to indemnification hereunder otherwise, without the prior written consent (of Total, which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (a) If a claim shall inform be made by any Taxing Authority, that, if successful, could reasonably be expected to result in a payment by Seller to Buyer under Section 6.1 for Indemnified Taxes or a payment by Buyer to Seller under Section 6.3(b), the Party against which such claim is made shall promptly notify the other Party in writing (a “Tax Notice”) of such claim (a “Tax Claim”); provided, however, that the commencement failure to provide such Tax Notice shall not release Seller from any of any auditits obligations under Section 6.1 or Buyer from its obligations under Section 6.3(b) except and solely to the extent Seller or Buyer, examination or proceeding relating in whole or in part to Taxes for which Seller as applicable, is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. materially prejudiced by such failure. (b) With respect to any Tax Claim for any (i) Tax period ending on or prior to the Closing Date and (ii) Straddle Period where the majority of the Taxes for such TaxStraddle Period are allocable to Seller under the principles of Section 6.6 (each, a “Pre-Closing Tax Claim”), Seller will shall have the rightright to control and conduct all proceedings and negotiations in connection with such Pre-Closing Tax Claim (including selection of counsel), at and may, in its sole cost discretion, either pay the Tax claimed and expensexxx for a refund where applicable Law permits such refund suits or contest the Pre-Closing Tax Claim in any permissible manner; provided that if Seller elects, in its sole discretion, to control and conduct the proceedings and negotiations in connection with any Pre-Closing Tax Claim, Seller shall, within ten (in the case 10) days of receipt of a Tax Notice with respect to such Pre-Calculation Date Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecutionClaim, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser notify Buyer in writing of its intention to control and conduct the proceedings and negotiations in connection with such Pre-Closing Tax Claim; provided, further, that if Seller chooses to xxx for a refund then it shall first indemnify the Buyer Tax Indemnified Parties for the amount of Indemnified Taxes paid, and any subsequent refund of such Taxes shall be paid over to Seller pursuant to Section 6.7. Buyer or its designee shall have the right to participate in such Tax Contest. Purchaser will proceedings and negotiations (and will cause the Acquired Entity toincluding with counsel of its choice) take such action in connection with any such proceeding Pre-Closing Tax Claim that Seller timely and properly elects to conduct and control pursuant to this Section 6.4(b) and Seller shall keep Buyer fully informed (including by sharing any correspondence with Taxing Authorities with Buyer) and reasonably requests, including the selection of counsel cooperate with Buyer and experts its accountants and the execution of powers of attorney. Purchaser will other representatives in connection with such participation; provided that Seller shall not settle any Pre-Closing Tax Claim (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for other than with respect to any Tax for which Return of a consolidated, combined, unitary or similar group that includes any member of the Seller is responsible and keep Group (including any Seller informed of progress in the proceedings and allow Seller Combined Tax Return)) without Buyer’s written consent (such consent not to attend any meetings and scheduled calls with the Governmental Authorities be unreasonably withheld, conditioned or delayed) to the extent the settlement of any such Tax Claim could reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including, after the Closing, the Transferred Subsidiaries) in a Post-Closing Tax Period or give rise to an indemnity obligation under Section 6.3(b). In the case of any proceedings and negotiations in connection with any Pre-Closing Tax Claim that Seller is does not controlling timely and properly elect to conduct and control pursuant to this Section 6.4(b) or in connection with any Tax Claim for any Straddle Period, Buyer may control, or cause its designee to control, and conduct such proceedings and negotiations in such manner as it may deem appropriate, and Seller shall have the proceedings. Purchaser right to participate in such proceedings and negotiations (including with counsel of its choice) and Buyer shall keep Seller fully informed (including by sharing any correspondence with Taxing Authorities with Seller) and reasonably cooperate with Seller and its accountants and other representatives in connection with such participation; provided that Buyer shall not settle, consent to the entry of a judgment of settle or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the prior Seller’s written consent (which such consent not to be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, any Tax Claim with respect to (i) any Tax Return of Seller or a member of a Seller Group; and (ii) any Tax Return of a consolidated, combined, unitary or similar group that includes any member of the Seller Group (including any Seller Combined Tax Return); provided that Seller shall not settle any Tax Claim (other than any Tax Claim with respect to any Tax Return described in clause (ii)) without Buyer’s consent (such consent not to be unreasonably withheld withheld, conditioned, or delayed) of Seller. To to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates the settlement of any such Tax Claim could reasonably be expected to a adversely affect the Tax Contestliability of Buyer or any of its Affiliates (including, after the Closing, the provisions of Transferred Subsidiaries) in a Post-Closing Tax Period or give rise to an indemnity obligation under Section 9.03 shall govern6.3(b).

Tax Contests. Purchaser (a) If any Taxing Authority asserts a claim with respect to Taxes that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article X (a “Tax Claim”), then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is materially and actually prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 7.6(d)), settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding Proceeding; provided, however, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) , if, in the case of any Combined Tax Return, such settlement, compromise, or abandonment could have an adverse impact on Purchaser or any of its Affiliates for any Post-Closing Tax Period. If Seller elects not to control the conduct and resolution of any Tax Proceeding that Seller has the right to control pursuant to this Section 7.6(b), Seller shall notify Purchaser in writing, and Purchaser shall have the right to control the conduct and resolution of such Tax Proceeding, or portion thereof, that is not controlled by Seller; provided, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding without the prior written consent of Seller. To , which consent shall not be unreasonably withheld, conditioned or delayed. (c) In the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to case of a Tax ContestProceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)), the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall governconsult 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 and attend any meetings or conferences (including telephonic) with the relevant Taxing Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser shall inform notify the Seller within ten (10) days of its receipt of a written notice of, or threatening, any Audit relating to the commencement of Company or any audit, examination Company Subsidiary (a “Tax Contest”) for any Pre-Closing Tax Period or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this AgreementStraddle Tax Period. With respect to any such TaxTax Contest for any Pre-Closing Tax Period or any Straddle Tax Period, the Seller will shall have the right, right (exercisable by Seller providing Purchaser with written notice thereof within thirty (30) days after Seller receiving notification of the Tax Contest from Purchaser) to control such Tax Contest at its expense and to employ counsel of its choice and the Seller shall have the right to determine, in its sole cost and expensediscretion, all issues relating to control such Tax Contest, except that (in the case of i) with respect to any Tax Contest relating to a Pre-Calculation Date Closing Tax Period) , the Seller shall not agree to settle any Tax liability or participate in (in compromise any claim with respect to Taxes involving the case of Company or a Straddle Period) the prosecutionCompany Subsidiary, which settlement or compromise may materially affect the liability for Taxes of Purchaser or its Affiliates, without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or delayed) and (ii) with respect to any proceeding involving Tax Contest relating to a Straddle Tax Period, the Tax, provided that Seller shall have promptly notified allow Purchaser in writing of and its intention counsel to control or reasonably participate at Purchaser’s expense in such Tax ContestContest and shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the Company or a Company Subsidiary, which settlement or compromise may materially affect the liability for Taxes of Purchaser or its Affiliates, without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or delayed). Purchaser will (and will shall cause the Acquired Entity to) take Company to deliver to the Seller any power of attorney reasonably required to allow the Seller and its counsel to represent the Company or applicable Company Subsidiary in connection with any Tax Contest that the Seller is entitled to control hereunder and shall provide the Seller with such action assistance as may be reasonably requested in connection with any such proceeding that Seller reasonably requestsTax Contest, including at the selection of counsel Seller’s cost and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedingsexpense. Purchaser shall not settle, consent control any other Tax Contests with respect to the entry of Company or a judgment of Company Subsidiary except that Purchaser shall not agree to settle any Tax liability or compromise any audit, examination or proceeding relating claim with respect to Taxes involving the Company or a Company Subsidiary, which settlement or compromise may materially affect the liability for which it is entitled to indemnification hereunder Taxes of the Seller, without the prior written consent of the Seller (which consent shall may not be unreasonably withheld withheld, conditioned or delayed) ). The Parties each agree to consult with and to keep the other Party informed on a regular basis regarding the status of Seller. To any Tax Contest to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to such Tax Contest could materially affect a Tax Contestliability of such other Party. For the avoidance of doubt, the provisions Seller shall exclusively control the conduct and settlement of Section 9.03 shall governany Tax Contests with respect to any Seller Tax Return.

Tax Contests. Purchaser shall inform (i) If any Governmental Entity or third-party notifies Buyer or Seller of the commencement existence of (i) any audit, litigation or other proceeding relating to Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or Straddle Period or (ii) a deficiency in the payment of any Taxes with respect to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date or Straddle Period (each, a “Tax Claim”), or (iii) any pending or threatened Tax audit or assessment challenging the Final Purchase Price Allocation, the Buyer or Seller, as applicable, shall give notice to the other party within fifteen (15) days after receipt of written notice of the Tax Claim or challenge to the Final Purchase Price Allocation. (ii) Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates shall have sole control over any audit, litigation or other proceeding relating to Taxes or Tax Returns of Seller or any of its Affiliates which would not reasonably be expected to result in an indemnification obligation of Seller pursuant to ARTICLE 7 (a “Seller Tax Claim”). The conduct of any audit, examination litigation, other Proceeding or proceeding response to a deficiency notice relating in whole or in part to Taxes for the ITC shall be governed solely by the terms of the Project Leaseback Agreement. (iii) For Tax Claims which are not Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightTax Claims: (A) Seller, at its sole cost and expense, to shall control any such Tax Claim (in including the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise resolution thereof) relating to taxable periods ending on or before the Closing Date. Seller shall (i) control the conduct of such Tax Claim in good faith; (ii) keep Buyer reasonably informed regarding the status of such Tax Claim; (iii) promptly deliver to Buyer, for Buyer’s review and comment, any correspondence to be filed with the Governmental Entity with respect to such Tax Claim; (iv) promptly deliver to Buyer copies of any proceeding involving the Taxcorrespondence received by Seller from a Governmental Entity with respect to such Tax Claim; (v) allow Buyer, provided that Seller shall have promptly notified Purchaser in writing of its intention at Buyer’s sole cost and expense, to control or participate in such Tax Contest. Purchaser will Claim; and (and will cause the Acquired Entity tovi) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without obtain the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim if the resolution of such Tax Claim reasonably could be expected to increase the Tax liability of the Buyer for Tax periods ending on or after the Closing Date. If Buyer elects to participate in such Tax Claim at its own expense, Seller shall take such commercially reasonable actions as are requested in writing by Buyer and reasonably necessary for Buyer to participate in such Tax Claim, provided, however, that such actions shall not require Seller to incur any additional third-party costs or expenses. (B) Buyer, at its sole cost and expense, shall control any such Tax Claim relating to a Straddle Period. Buyer shall (i) control the conduct of such Tax Claim in good faith; (ii) keep Seller reasonably informed regarding the status of such Tax Claim (including any requests to extend any applicable statutes of limitations); (iii) promptly deliver to Seller, for Seller’s review and comment, any correspondence to be filed with the Governmental Entity with respect to such Tax Claim; (iv) promptly deliver to Seller copies of any correspondence received by Xxxxx from a Governmental Entity with respect to such Tax Claim; (v) allow Seller, at Seller’s sole cost and expense, to participate in such Tax Claim; and (vi) obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim to the extent the resolution of such Tax Claim reasonably could be expected to increase the Tax liability of Seller or its Affiliates or to be the subject of an indemnification obligation of Seller under this Agreement. If Seller elects to participate in such Tax Claim at its own expense, Buyer shall take such commercially reasonable actions as are requested in writing by Seller and reasonably necessary for Seller to participate in such Tax Claim, provided, however, that such actions shall not require Buyer to incur any additional third-party costs or expenses. (iv) To the extent that there is an inconsistently of any conflict between Section 11.06 7.6 and this Section 9.03 as it relates to a Tax Contest5.4(b), the provisions of this Section 9.03 5.4(b) shall governcontrol.