Common use of Tax Contests Clause in Contracts

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative of any party receives written notice from any Governmental Authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or compromise any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserClarant, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser The Stockholders shall not settle or compromise otherwise terminate any such Tax Matter Proceeding without the prior written consent of Sellers’ RepresentativeClarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), delayed the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or conditionedany Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 8.411.4, Purchaser Clarant shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative Indemnitor and its representatives, at the Indemnitor's expense, shall promptly notify Purchaser upon receipt by be entitled to participate (A) in all conferences, meetings or proceedings with any Seller Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the Sellers’ Representative subject matter of any written notice of any inquiries, claims, assessments, audits which is or similar events includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of which there could be an increase in liability for any Tax Matter or with respect to which a Pre-Closing payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax PeriodReturn is or was required to be filed in respect of an Indemnity Issue, including the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any settlement Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or compromise thereofotherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), provided, however, that neither the Sellers nor the Sellers’ Representative (i) UCRI shall not settle or compromise any such Tax Matter Indemnity Issue without the prior written consent of PurchaserCompass, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such sole controladministrative and judicial meetings, Purchaser shallconferences, hearings and Sellers’ Representative other proceedings relating to such Indemnity Issue, (v) UCRI shall cause provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the Sellers tocase may be), provide copies of all correspondence with the applicable Governmental Entity, relevant Taxing Authority or courts and Purchaser (vi) UCRI shall not settle file or compromise submit any protests, briefs, responses, petitions or other documents relating to such Tax Matter Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Sellers’ RepresentativeCompass, which consent shall not be unreasonably withheldwithheld or delayed, delayed provided that UCRI may make such filing or conditionedsubmission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.5.4

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller (a) Parent or the Sellers’ Representative SpinCo, as applicable, shall, within 10 Business Days of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct becoming aware of any Tax Matter with respect Contest (including a Transaction Tax Contest) that could reasonably be expected to a Pre-Closing cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax PeriodContest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. Any such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail. A failure by an Indemnitee to give notice as provided in this Section 9.1(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, including any settlement or compromise thereof, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure; provided, however, that neither such Indemnitee shall make all commercially reasonable efforts to mitigate such failure, including by seeking an extension of any relevant time limitations or deadlines for response. (b) Parent shall, subject to Section 9.1(d), have the Sellers nor exclusive right to control the Sellers’ Representative conduct and settlement of any Tax Contest (i) that relates solely or primarily to Taxes that are the responsibility of Parent pursuant to Article II or (ii) at Parent’s election, that may reasonably be expected to materially affect amounts for which both Parent and SpinCo are liable under Article II, provided that SpinCo shall settle have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest Parent elects to control under clause (ii) above, but only in connection with matters relating to potential material liability of a member of the SpinCo Group. If the conduct or compromise settlement of any portion or aspect of such Tax Matter Contest could reasonably be expected to cause SpinCo to have an indemnification obligation or a Tax Benefit entitlement under this Agreement, then Parent shall not accept or enter into any settlement without the consent of SpinCo, which shall not be unreasonably withheld or delayed. If, as result of a Tax Contest which Parent elects to control described in clause (ii) above, SpinCo could reasonably be expected to have an indemnification obligation or Tax Benefit entitlement under this Agreement, (1) Parent shall consult with SpinCo reasonably in advance of taking any material proposed course of action, (2) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Consent, (3) Parent shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest, (4) SpinCo shall be entitled to participate in all formally scheduled meetings with any Tax Authority relating to such Tax Contest and receive copies of any written materials received by Parent from the relevant Tax Authority and (5) Parent shall keep SpinCo promptly informed of all material developments in relation to the Tax Contest. Parent shall notify SpinCo within 10 Business Days of becoming aware of a Tax Contest under Section 9.1(b)(ii) if Parent does not elect to control such Tax Contest; provided that Parent shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if Parent reasonably determines that (x) as a result of subsequent developments the expected Tax liability exposure of any member of the Parent Group resulting from such Tax Contest has materially increased; (y) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (z) an event has occurred during such Tax Contest that could adversely affect Parent in any material respect. (c) SpinCo shall, subject to Section 9.1(d), have the exclusive right to control the conduct and settlement of any Tax Contest (i) that relates solely to Taxes that are the responsibility of SpinCo pursuant to Article II, (ii) that could not reasonably be expected to materially affect amounts for which Parent is liable under Article II, or (iii) that Parent does not elect to control under Section 9.1(b)(ii); provided that Parent shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to any Tax Contest that could reasonably be expected to cause Parent to have an indemnification obligation or a Tax Benefit entitlement under this Agreement, SpinCo shall not accept or enter into any settlement without the consent of Parent, which shall not be unreasonably withheld or delayed. (d) Notwithstanding anything in this Section 9.1 to the contrary, with respect to any Transaction Tax Contest as a result of which SpinCo could reasonably be expected to become liable for any Tax or Tax-Related Losses which Parent has the right to administer and control pursuant to Section 9.1(b), (i) Parent shall solely control the resolution of such Tax Contest, (ii) Parent shall consult with SpinCo reasonably in advance of taking any material proposed course of action, (iii) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iv) Parent shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest and (v) Parent shall provide SpinCo with any written materials relating to such Tax Contest received from the relevant Tax Authority. (e) With respect to any Transaction Tax Contest as a result of Parent could reasonably be expected to become liable for any Tax or Tax-Related Losses which SpinCo has the right to administer and control pursuant to Section 9.1(c), (i) SpinCo shall consult with Parent reasonably in advance of taking any material proposed course of action, (ii) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) SpinCo shall conduct such Tax Contest with reasonable diligence and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Parent shall be entitled to participate in such Tax Contest and receive copies shall of any written materials relating to such Tax Contest received from the relevant Tax Authority and (v) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of PurchaserParent, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect provided that Parent shall have right to have assume control of such sole control, Purchaser shall, Tax Contest as described in Section 9.1(b). (f) SpinCo shall (and Sellers’ Representative shall cause each member of the Sellers SpinCo Group to, provide copies ) execute and deliver to Parent (or such member of all correspondence the Parent Group as Parent shall designate) any power of attorney or similar document reasonably requested by Parent (or such designee) in connection with the applicable Governmental Entity, and Purchaser shall not settle or compromise such any Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided Contest controlled by Parent described in this Section 8.4, Purchaser 9.1. Parent shall have (and shall cause each member of the sole right Parent Group to) execute and deliver to control SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any audit power of attorney or examination similar document reasonably requested by SpinCo (or such designee) in connection with any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result Contest controlled by SpinCo described in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsSection 9.1.

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the Party hereto first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide written notice of any inquiries, claims, assessments, audits thereof to the other Party or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, Parties hereto; provided, however, that neither the Sellers nor failure of such Party to give such prompt notice shall not relieve the Sellers’ Representative other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall settle or compromise specify in reasonable detail the basis for such Tax Matter Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Sellers shall have the right to control, at their own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any Trayport Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Sellers shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Sellers shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchaser 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, and (v) Sellers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (c) In the case of a Tax Proceeding for a Straddle Period of any Trayport Company, delayed or conditioned. If Sellers’ Representative does not elect the Controlling Party shall have the right to have such sole control, Purchaser shallat 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 and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) 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, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and Sellers’ Representative shall cause (v) the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Controlling Party shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ Representativeconsent, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; providedNon-controlling Party if such settlement, however, that to compromise or abandonment could have an adverse impact on the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any PreNon-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.controlling

Tax Contests. The Sellers’ Representative Purchaser shall promptly notify Purchaser the Equity Sellers Representative in writing upon receipt by the Purchaser, a Taxpayer or any Seller or of their Affiliates of a written notice (the Sellers’ Representative “Tax Claim Notice”) of any written pending or threatened Tax audits or assessments for which the Sellers may have liability pursuant to this Agreement (“Tax Contest Claims”); provided, however, no failure or delay by the Purchaser to provide notice of any inquiries, claims, assessments, audits a Tax Contest Claim shall reduce or similar events otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are prejudiced thereby. The Purchaser and the Equity Sellers Representative shall cooperate with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of each other in the conduct of any Tax Matter Contest Claim. The Equity Sellers Representative shall have the right to control the conduct of any Tax Contest Claim if it exercises such right by delivering a written notice to such effect to the Purchaser within ten (10) business days after receipt of the Tax Claim Notice with respect to a Pre-Closing the Tax PeriodContest Claim in question, provided that: (i) the Equity Sellers Representative shall keep the Purchaser informed regarding the progress and substantive aspects of any Tax Contest Claim, including providing the Purchaser with all written materials relating to such Tax proceeding received from and submitted to the relevant Taxing Authority within ten (10) business days of receipt or submission of such materials, (ii) the Purchaser shall have an opportunity to comment on any settlement or compromise thereof, provided, however, that neither the Sellers nor the written materials prepared in connection with any Sellers’ Representative Tax Contest Claim at least five (5) business days prior to submission and (iii) shall settle or compromise such have the right to attend any conferences relating to any Tax Matter without the prior written Contest Claim and to consent of Purchaser, (which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect delayed) to any compromise or settlement, in each case, if such Tax Contest Claim could reasonably be expected to have such sole control, any material adverse effect on any of the Purchaser shall, and Sellers’ Representative shall cause or any of the Sellers to, provide copies Taxpayers or any of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedtheir affiliates in any Post-Closing tax period. Except as otherwise provided above in this Section 8.411.5, Purchaser shall have the sole right be entitled to control any audit all other examinations, audits, or examination by any Tax authorityadministrative, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency judicial or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received proceedings with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsTaxes.

Tax Contests. The Sellers’ Representative (i) Notwithstanding anything herein to the contrary, Buyer and its Affiliates shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any written notice of any inquiries, claims, assessments, audits or similar events have no rights with respect to Taxes any Tax Proceeding relating to Taxes of any Parent Consolidated Group, except as set forth in this Section 5.14(c)(i). Notwithstanding the foregoing, Parent and its Affiliates shall not settle or resolve any Tax Proceeding of any Parent Consolidated Group with respect to the Business Companies in a manner that would have a material and adverse impact on Buyer or its Affiliates without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). (ii) Each of Buyer (and its Affiliates) and Parent (and its Affiliates) shall notify the other party within ten (10) Business Days of receiving notice of a Tax Proceeding for a Pre-Closing Tax Period with respect to any Business Company or the Business that could reasonably be expected to affect any Taxes for which the other party (or its respective Affiliates) would be responsible under applicable Law or the terms of this Agreement (for the avoidance of doubt, taking into account the indemnification obligations under this Agreement); provided, that any failure to timely deliver such notice shall not limit any party’s rights to indemnification hereunder, except to the extent of actual prejudice to the other party arising from such delay. To the extent reasonably practical, the issues with respect to any such inquiryTax Proceeding shall be divided, claimwith Buyer entitled to control such matters for which Buyer and its Affiliates will be responsible and Parent entitled to control such matters for which Parent or its Affiliates will be responsible (for, assessmentthe avoidance of doubt, audit or similar event, a “Tax Matter”taking into account the indemnification obligations under this Agreement). Sellers’ Representative may elect With respect to have sole any such issues in a Tax Proceeding that cannot be so divided and for which Parent or its Affiliates reasonably expect to be responsible for greater than fifty percent (50%) of all Damages in connection therewith, Parent shall be entitled to control of the conduct of such matters; provided that (i) Buyer shall have the right to reasonably participate in any such Tax Proceeding (excluding, for the avoidance of doubt, any Tax Matter Proceeding with respect to a Preany Parent Consolidated Group) at its own expense for out-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser of-pocket costs; (ii) Parent shall, and Sellers’ Representative shall cause its Affiliates to (A) consider in good faith Buyer’s suggestions; (B) keep Buyer reasonably informed on the Sellers to, provide status of such matters (including providing Buyer with copies of all material written correspondence with the applicable a Governmental EntityEntity regarding such Tax Proceeding), and Purchaser shall (C) not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action matters or Tax Proceeding without the approval of Sellers’ RepresentativeBuyer’s written consent, which shall not be unreasonably withheld, delayed or conditioned. Any refunds Buyer shall control any Tax Proceedings of Taxes received the Business Companies (excluding any Tax Proceedings with respect to a Parent Consolidated Group) that Parent is not entitled to control under this Section 5.14(c)(ii), provided, that (i) Parent shall have the right to participate in any Presuch Tax Proceeding at its own expense for out-Closing of-pocket costs, (ii) Buyer shall, and shall cause its Affiliates to, (A) consider in good faith Parent’s reasonable suggestions with respect to such Tax Periods shall be for the benefit Proceeding, (B) keep Parent reasonably informed of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt status of such fundsTax Proceeding (including providing Parent with copies of all material written correspondence with a Governmental Entity regarding such Tax Proceeding) and (C) not settle or resolve such Tax Proceeding without Parent’s written consent, which shall not be unreasonably withheld, delayed or conditioned.

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide written notice of any inquiries, claims, assessments, audits or similar events with respect thereof to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, other Parties; provided, however, that neither the Sellers nor failure of such Party to give such prompt notice shall not relieve the Sellers’ Representative other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall settle or compromise specify in reasonable detail the basis for such Tax Matter Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Sellers shall have the right to control, at their own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any NGX/Shorcan Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Sellers shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Sellers shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchaser 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, and (v) Sellers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (c) In the case of a Tax Proceeding for a Straddle Period of any NGX/Shorcan Company, delayed or conditioned. If Sellers’ Representative does not elect the Controlling Party shall have the right to have such sole control, Purchaser shallat 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 and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) 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, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and Sellers’ Representative shall cause (v) the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Controlling Party shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ Representativeconsent, which consent shall not be unreasonably withheld, delayed of the Non-controlling Party if such settlement, compromise or conditionedabandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. Except as otherwise provided “Controlling Party” shall mean whichever of Sellers (on the one hand) or Purchaser (on the other hand) is reasonably expected to bear the greater Tax liability in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any connection with a Straddle Period Tax authority, initiate any claim for refund or amend or file any Tax ReturnProceeding, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability “Non-controlling Party” shall mean whichever of Sellers under this Agreement, (on the one hand) or Purchaser shall (on the other hand) is not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Controlling Party with respect to any Pre-Closing such Straddle Period Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceeding.

Tax Contests. The Sellers’ Representative (Other than H-10 Tax Claims). 8.12.1. If any Taxing Authority or other Person asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide written notice thereof to the other Parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of all correspondence or other materials received from the Taxing Authority or other Person. 8.12.2. If, within 30 calendar days after either of the Equityholders receives or delivers, as the case may be, notice of a Tax Claim, the Equityholders provide to the Purchaser an Election Notice, then subject to the provisions of this Section 8.11, the Equityholders shall defend or prosecute, at their sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Equityholders to a Final Determination; provided, that the Equityholders shall not, without the prior written consent of the Company, enter into any inquiriescompromise or settlement of such Tax Claim that would result in any Tax detriment to the Company. So long as the Equityholders are defending or prosecuting a Tax Claim, claims, assessments, audits or similar events with respect to Taxes the Company, the Company shall provide or cause to be provided to the Equityholders any information reasonably requested by the Equityholders or their authorized representatives relating to a Pre-Closing such Tax Period Claim, and shall otherwise cooperate with the Equityholders and their representatives in good faith in order to contest effectively such Tax Claim. The Equityholders shall inform the Company of all developments and events relating to such Tax Claim (any including, without limitation, providing to the Company copies of all written materials relating to such inquiryTax Claim) and the Company or its authorized representatives shall be entitled, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control at the expense of the conduct of any Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Matter Claim. 8.12.3. If, with respect to any Tax Claim, the Equityholders fail to deliver an Election Notice to the Company within the period provided in Section 8.11.2 or, after delivery of such Election Notice to the Company, the Equityholders fail diligently to defend or prosecute such Tax Claim to a Pre-Closing Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Equityholders, such Tax PeriodClaim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, providedthe Equityholders shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Equityholders may attend, howeverbut not participate in or control, that neither the Sellers nor the Sellers’ Representative shall settle any defense, prosecution, settlement or compromise such of any Tax Matter without Claim controlled by the prior written consent Company pursuant to this Section 8.11.3, and shall bear their own costs and expenses with respect thereto. In the case of Purchaserany Tax Claim that is defended or prosecuted by the Company pursuant to this Section 8.11.3, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser the Company shall, and Sellers’ Representative shall cause from time to time, be entitled to receive current payments from the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Equityholders with respect to costs and expenses incurred by the Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any Pre-Closing other costs or expenses for investigating, defending or prosecuting such Tax Periods Claim, and any Taxes imposed on the Company as a result of receiving a payment from the Equityholders pursuant to this Section 8.11) (collectively "Associated Costs"). 8.12.4. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Equityholders pursuant to this Section 8.11, the Equityholders shall be for the benefit of the Sellers and shall be paid pay to the Sellers’ Representative for disbursement appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim within five Business Days after such Final Determination. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Company pursuant to the Sellers terms of this Section 8.11, the Equityholders shall pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs that have not theretofore been paid by the Equityholders to the Company, within 5 days five Business Days after such Final Determination. In the case of receipt any Tax Claim not covered by the two preceding sentences, the Equityholders shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of such fundsTax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), together with any Associated Costs that have not theretofore been paid by the Equityholders to the Company, at least five Business Days before the date payment of such Tax is due from any Tax Indemnitee.

Tax Contests. The Sellers’ Representative (a) If any taxing authority asserts a Tax Claim for which the non-recipient is liable, then the party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller provide written notice thereof to the other party or parties to this Agreement. Such notice shall specify in reasonable detail the Sellers’ Representative basis for such Tax Claim and shall include a copy of the relevant portion of any written notice correspondence received from the taxing authority. (b) In the case of any inquiries, claims, assessments, audits a Tax Proceeding of or similar events with respect to Taxes relating any Transferred Entity for any taxable period ending on or before the Closing Date, Purchaser shall have the exclusive right to a Pre-Closing control such Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, Proceeding; provided, however, that neither (i) Parent shall have the Sellers nor the Sellers’ Representative shall settle or compromise right to participate in such Tax Matter Proceedings and attend any meetings or conferences with the relevant taxing authority at its own expense and (ii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect delayed) if such Tax Proceeding is reasonably expected to result in an indemnification obligation for Pre-Closing Restructuring Taxes or to have such sole controla material impact on the Tax Returns of (x) Parent or any other member of the Parent Group or (y) a consolidated, Purchaser shall, and Sellers’ Representative shall cause combined or unitary group that includes any member of the Sellers to, provide copies of all correspondence with Parent Group (including any Combined Tax Return). (c) Notwithstanding anything to the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided contrary in this Section 8.4Agreement, Purchaser Parent shall have the sole exclusive right to control in all respects, and neither Purchaser nor any audit or examination by of its Affiliates shall be entitled to participate in, any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Proceeding with respect to (i) any Pre-Closing Tax Periods shall be for the benefit Return of Parent or a member of the Sellers Parent Group; and shall be paid to (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsParent Group (including any Combined Tax Return).

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide written notice of any inquiries, claims, assessments, audits or similar events with respect thereof to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, other Parties; provided, however, that neither the Sellers nor failure of such Party to give such prompt notice shall not relieve the Sellers’ Representative other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall settle or compromise specify in reasonable detail the basis for such Tax Matter Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Seller shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any Trayport Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Seller shall provide Purchasers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Seller shall consult with Purchasers and offer Purchasers an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Seller shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchasers shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, and (v) Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of PurchaserPurchasers, which consent shall not be unreasonably withheld. (c) In the case of a Tax Proceeding for a Straddle Period of any Trayport Company, the Controlling Party shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) 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, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and (v) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, delayed of the Non-controlling Party if such settlement, compromise or conditionedabandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. If Sellers’ Representative does not elect “Controlling Party” shall mean whichever of Seller (on the one hand) or Purchasers (on the other hand) are reasonably expected to have such sole control, Purchaser shallbear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and Sellers’ Representative “Non-controlling Party” shall cause mean whichever of Seller (on the Sellers to, provide copies of all correspondence with one hand) or Purchasers (on the applicable Governmental Entity, and Purchaser shall other hand) are not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Controlling Party with respect to any Pre-Closing such Straddle Period Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceeding.

Tax Contests. The Sellers’ Representative (a) If any taxing authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall promptly notify Purchaser upon receipt by any Seller or provide prompt written notice thereof to the Sellers’ Representative other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any written of its obligations under this ‎Article VII, except to the extent that the other Party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any inquiries, claims, assessments, audits correspondence received from the taxing authority. (b) In the case of a Tax Proceeding of or similar events with respect to Taxes relating to a the Company for any Pre-Closing Tax Period or any Straddle Tax Period (any in each case, other than a Tax Proceeding described in Section 7.7(c)), the Controlling Party shall have the right and obligation to conduct, at its own expense, such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, Proceeding; provided, however, that neither (i) the Sellers nor Controlling Party shall provide the Sellers’ Representative shall settle or compromise Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Matter 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 (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaserthe Non-Controlling Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise delayed; provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; providedfurther, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under the immediately foregoing proviso with respect to the extent any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that any such matter could result in not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of Sellers under its Affiliates. For purposes of this Agreement, Purchaser “Controlling Party” shall not take such action without mean Seller in the approval case of Sellers’ Representative, which shall not be unreasonably withheld, delayed any Tax Proceeding of or conditioned. Any refunds of Taxes received with respect to the Company for any Pre-Closing Tax Periods shall be for Period or, in the benefit case of the Sellers and shall be paid any Tax Proceeding of or with respect to the Sellers’ Representative Company for disbursement any Straddle Tax Period, Seller if Seller and its Affiliates are reasonably expected to bear the Sellers within 5 days 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 receipt of Seller or Purchaser is not the Controlling Party with respect to such fundsTax Proceeding.

Tax Contests. The Sellers’ Representative Each party shall promptly promptly, and in any event within fifteen (15) days of receipt, notify Purchaser the other party in writing upon receipt by such party or any Seller or the Sellers’ Representative of any written its Affiliates of notice of any inquiriespending or threatened Tax audits, claimsexaminations or assessments which, assessments50213729.30 (a) if successful, audits could result in an indemnity payment pursuant to Section 9.1(a), or similar events (b) relate to Taxes of Seller or any of its Affiliates with respect to Taxes relating to a the Pre-Closing Tax Period for which Buyer or any of its Affiliates could be responsible pursuant to any of the Ancillary Agreements (any such inquiry, claim, assessment, audit or similar event, a “Tax MatterClaim”). Sellers’ Representative may elect to have sole control of , except that no delay by the conduct notifying party in giving any such notice shall relieve the other party of any obligation hereunder unless, and then only to the extent, it is materially damaged or prejudiced by such delay. Notwithstanding anything to the contrary in this Agreement, Seller shall only have the right to control any Tax Matter with respect Claim relating solely or primarily to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise Taxes. If Seller chooses not to control such Tax Matter Claim, Xxxxx may defend the same in such manner as it may deem appropriate and Seller shall have the right to participate in such Tax Claim. The party hereto controlling a Tax Claim shall in any event keep the other party hereto reasonably informed of the progress of such Tax Claim, shall promptly provide such other party with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to such Tax Claim and shall not settle such Tax Claim without the prior such other party’s advance written consent of Purchaserconsent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. If Sellers’ Representative does not elect For the avoidance of doubt, Seller shall be entitled to have such sole control, Purchaser shallcontrol in all respects, and Sellers’ Representative neither Buyer nor any of its Affiliates shall cause the Sellers to, provide copies of all correspondence be entitled to participate in or have consent rights with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating respect to, the income, assets or operations defense of the Company for all any Tax periods; provided, however, Claim that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect relates to any Pre-Closing Tax Periods shall be for the benefit income Taxes of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days Seller or any of receipt of such fundsits Affiliates.

Tax Contests. The Sellers10.10.1. Buyer will promptly notify Members’ Representative shall promptly notify Purchaser in writing upon receipt by Buyer or any Seller or affiliate of Buyer (including any of the Sellers’ Representative Company) of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect ) relating to a Pre-Closing Tax Period, including any settlement or compromise thereof, Period (a “Pre-Closing Tax Matter”); provided, however, that neither no delay on the Sellers nor part of Buyer in notifying the SellersMembers’ Representative shall settle will relieve the Members from any obligation under ARTICLE 9 or compromise ARTICLE 10, except to the extent such delay actually prejudices the Members. 10.10.2. The Members’ Representative will be entitled to participate, at its sole expense, in the defense of any Pre-Closing Tax Matter without that is the prior written consent subject of Purchasera notice given by the Buyer pursuant to Section 10.10. 1. In addition, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of SellersMembers’ Representative, which consent shall not be unreasonably withheldat its sole expense, delayed will have the authority to represent the interests of the Company with respect to any Pre-Closing Tax Matter before any taxing authority, any other governmental agency or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall authority or any court and will have the sole right to control the defense or other resolution of any audit or examination by any Pre-Closing Tax authorityMatter, initiate any claim for refund or amend or file any including responding to inquiries, filing Tax ReturnReturns and contesting, defending against and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Pre-Closing Tax Matter, so long as (i) the income, assets or operations Members’ Representative gives written notice to Buyer within fifteen days after Buyer has given notice of the Company Pre-Closing Tax Matter that Members will indemnify the Buyer Indemnified Person from and against the entirety of any and all Losses the Buyer Indemnified Person may suffer from, arising out of, relating to, in the nature of, or caused by the Pre-Closing Tax Matter, (ii) the Members’ Representative provides the Buyer with evidence reasonably acceptable to the Buyer that the Members will have adequate financial resources to defend against the Pre-Closing Tax Matter and fulfill their indemnification obligations hereunder, (iii) the Pre-Closing Tax Matter does not involve an issue relating to Taxes for all a period other than a Pre-Closing Tax periodsPeriod, (iv) the Members’ Representative conducts the defense of the Pre-Closing Tax Matter actively and diligently, and (v) the Pre-Closing Tax Matter does not involve a criminal Action; provided, however, that Members’ Representative will not enter into any settlement of or otherwise compromise any Tax Matter unless (a) such judgment, compromise or settlement results in the full and general release of the Buyer Indemnified Persons from all Liabilities arising or relating to, or in connection with, the Pre-Closing Tax Matter, and (b) in the case of a settlement or compromise that adversely affects or may adversely affect the Tax liability of Buyer, the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Straddle Period that is after the Closing Date, the Members’ Representative obtains the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed. Members’ Representative will keep the Buyer fully and timely informed with respect to the extent that commencement, status and nature of any Pre-Closing Tax Matter. Members’ Representative will, in good faith, allow Buyer, at Buyer’s sole expense, to participate in any such matter could result proceeding and make comments to Members’ Representative, regarding the conduct of or positions taken in any such proceeding. 10.10.3. Except as otherwise provided in Section 10.10.2 above, Buyer will have the liability sole right to control any Tax Matter (each, a “Post-Closing Tax Matter”); provided, however, that Buyer will not, and will cause its affiliates (including the Company) not to, enter into any settlement of Sellers under this Agreementany contest or otherwise compromise any issue with respect to a Pre-Closing Tax Period, Purchaser shall not take such action including the portion of the Straddle Period that is before and including the Closing Date, without the approval prior written consent of SellersMembers’ Representative, which shall consent will not be unreasonably withheld, delayed conditioned or conditioneddelayed. Any refunds For clarity, if the Members’ Representative does not deliver the notice contemplated by Section 10.10.2(i), or the evidence contemplated by Section 10.10.2(ii) within fifteen (15) days after the Buyer has given notice of Taxes received with respect the Pre-Closing Tax Matter, or otherwise at any time fails to conduct the defense of the Pre-Closing Tax Claim actively and diligently, Buyer will have the sole right to control any Pre-Closing Tax Periods shall be Matter. The Members will (x) reimburse Buyer reasonably promptly and periodically for the benefit reasonable costs of defending Pre-Closing Tax Matters (including reasonable attorneys’ fees and expenses, and the Members’ equitable share of the Sellers costs of defending against Tax Matters relating to a Straddle Period), (y) remain responsible for any and shall be paid all other Losses that Buyer may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Pre-Closing Tax Matter or Tax Matters relating to a Straddle Period to the Sellers’ Representative for disbursement fullest extent provided in this ARTICLE 10. 10.10.4. In the event of any conflict between the procedures governing Tax Matters as set forth in this Section 10.10 and the procedures set forth in Section 9.3, then, with respect to the Sellers within 5 days of receipt of such fundsTax Matters, this Section 10.10 will govern.

Tax Contests. The Sellers’ Representative (a) If a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall promptly notify be delivered, sent, commenced or initiated, in writing, to or against either the Purchaser upon receipt Indemnified Parties or the Seller Indemnified Parties (a "Notified Party") by any Seller or the Sellers’ Representative of any written notice of any inquiries, claims, assessments, audits or similar events taxing authority with respect to Taxes relating for which the other party may reasonably be expected to a Pre-Closing be liable pursuant to Section 9.6(a), the Notified Party shall reasonably and promptly notify the other party in writing of such Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, Claim; provided, however, that neither the Sellers nor failure of a party to give the Sellers’ Representative other party notice as provided herein shall settle not relieve such failing party of its obligations under Section 9.6(a) except to the extent that the other party is actually and materially prejudiced thereby. (b) Seller shall have the sole right and obligation to represent the Companies' interests in any Tax Claim relating exclusively to taxable periods ending on or compromise before the Closing Date and to employ counsel of its choice at its expense; provided, however, that if the results of such Tax Matter audit or proceeding involve an issue that recurs in taxable periods of Purchaser, either of the Companies or their respective Affiliates ending after the Closing Date or otherwise could adversely affect Purchaser, either of the Companies or their respective Affiliates for any taxable period including or ending after the Closing Date, then (A) Seller and Purchaser shall jointly control the defense and settlement of any such Tax audit or proceeding and each party shall cooperate with the other party at its own expense, and (B) there shall be no settlement or closing or other agreement with respect thereto without the prior written consent of Purchaserthe other party, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause In the Sellers to, provide copies case of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4a Straddle Period, Purchaser shall have the sole right to control any audit or examination by represent the Companies' interests in any Tax authority, initiate any claim for refund or amend or file any Tax Return, Claim and contest, resolve and defend against any assessment for additional Taxes, notice to employ counsel of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periodsits choice at its own expense; provided, however, that Seller shall be entitled to participate at its expense in any Tax Claim relating to Taxes attributable to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt portion of such fundsStraddle Period which ends immediately after the close of business on the Closing Date.

Tax Contests. The Sellers’ Representative (A) Any Party who receives (or whose Affiliate receives) any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to Company or its Subsidiaries which may give rise to liability of any other Party hereto (or an Affiliate of such Party), shall promptly notify Purchaser upon the other Parties hereto within five business days of the receipt by of such notice. Such notice shall contain factual information describing any Seller or the Sellers’ Representative asserted Tax liability in reasonable detail and shall include copies of any written notice or other document received from any Governmental Authority in respect of any inquiriessuch audit, claimsassessment or adjustment. Failure to give such notification shall not affect the indemnification provided under §6(d)(i) or §9 except to the extent the indemnifying party (the “Tax Indemnifying Party”) shall have been actually prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, assessmentsthe party who (or whose Affiliate) is entitled to indemnification hereunder (the “Tax Indemnified Party”) shall deliver to the Tax Indemnifying Party, audits as promptly as possible but in no event later than ten days after the Tax Indemnified Party’s receipt thereof, copies of all relevant notices and documents (including court papers) received by the Tax Indemnified Party. The Parties each agree to consult with and to keep the other Parties hereto informed on a reasonable and regular basis regarding the status of any Tax audit or similar events proceeding to the extent that such audit or proceeding could affect a liability of such other Parties or their Affiliates (including indemnity obligations hereunder), and provide the other party with copies of all written correspondence with respect to Taxes such audit or proceeding in a timely manner. (B) In the case of an audit or administrative or judicial proceeding relating solely to a Pre-taxable period ending on or before the Closing Tax Period (any such inquiryDate, claimSeller shall have the right, assessmentat its expense, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of such audit or proceeding. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any Tax Matter with respect issue involved in such proceeding which does not effect a potential liability of Seller (including Liability for indemnity under §6(d)(i)). If Seller does not timely take control of such audit or proceeding, Buyer may, at the cost and expense of Seller, control the conduct of the audit or proceeding. Both Buyer and Seller shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceeding involving a Pre-Straddle Period or involving both a taxable period of Company or its Subsidiaries ending on or before the Closing Tax PeriodDate and a taxable period ending after the Closing Date, including any settlement and no such audit or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle proceeding may be settled or compromise such Tax Matter compromised by Buyer or Seller without the prior written consent of Purchaserboth Buyer and Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioneddelayed. Except as otherwise provided set forth in this Section 8.4§6(d)(vii), Purchaser the provisions of §9, including the provisions concerning settlement authority, shall have govern the sole right to control manner in which any Tax audit or examination by any Tax authority, initiate any claim for refund administrative or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsjudicial proceeding are resolved.

Tax Contests. The Sellers’ Representative (a) If a claim relating to Taxes shall be made by any Governmental Authority that, if successful, would result in the Existing Members being required to indemnify a Buyer Indemnified Party (for purposes of this Article 7, an “Indemnified Taxpayer”) pursuant and subject to Sections 6.3 and 8.1, the Indemnified Taxpayer shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative Existing Members in writing of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periodsfact; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced. (b) The Existing Members shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified Taxpayer so long as (A) the Existing Members notify the Indemnified Taxpayer in writing within fifteen (15) calendar days after the Indemnified Taxpayer has given notice of such claim that any the Existing Members desire to defend the Indemnified Taxpayer against such matter could result claim and (B) the Existing Members conduct the defense of the claim actively and diligently. (c) Subject to the provisions of paragraph (ii) above, the Existing Members shall be entitled to prosecute such contest to a determination in a court of initial jurisdiction, and if the liability of Sellers under this AgreementExisting Members shall reasonably request, Purchaser to a determination in an appellate court. (d) The Existing Members shall not take such action be entitled without the approval of Sellers’ Representative, which shall Buyer’s consent (such consent not to be unreasonably withheld, delayed conditioned or conditioned. Any refunds of delayed) to settle or to contest any claim relating to Taxes received if the settlement of, or an adverse judgment with respect to any Pre-Closing Tax Periods shall to, the claim would be for likely, in the benefit good faith judgment of the Sellers Existing Members, to cause the liability for any Tax of the Indemnified Taxpayer or of any Affiliate of the Indemnified Taxpayer for any taxable period ending after the Closing Date to increase (including, but not limited to, by making any election or taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit). (e) If any of the conditions in Section 7.2(b) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against such claims, and shall be paid (B) the Existing Members will remain responsible for any Damages the Indemnified Taxpayer may suffer to the Sellers’ Representative for disbursement fullest extent provided in this Section 7.2, in each case, subject to the Sellers within 5 days of receipt of such fundslimitations set forth in Section 6.3 and 8.1 hereof.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any written (i) If notice of any inquiriesaction, claimssuit, assessments, audits investigation or similar events audit with respect to Taxes relating of the Company or its Subsidiaries shall be received by Purchaser or any Affiliate, or any other circumstance or situation of which Purchaser or Affiliate may become aware, for which the Selling Stockholder may reasonably be expected to a Pre-Closing Tax Period be liable pursuant to Section 10.2(a) (any such inquiry, claim, assessment, audit or similar event, a “Tax MatterClaim”). Sellers’ Representative may elect to have sole control , the notified party shall notify the Selling Stockholder in writing of the conduct of any such Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, Claim; provided, however, that neither the Sellers nor failure to give such notice as provided herein shall not relieve the Sellers’ Representative Selling Stockholder of its obligations under Section 10.2, except to the extent that the Selling Stockholder is actually and materially prejudiced thereby. (ii) Except as provided in Section 8.15(d)(iii), Purchaser shall settle or compromise have the right to represent the interest of the Company and its Subsidiaries in any Tax Claim; provided that (i) the Selling Stockholder shall have the right to participate in the conduct of such Tax Matter without Claim, (ii) Purchaser shall keep the prior written Selling Stockholder reasonably informed and consult seriously and in good faith with the Selling Stockholder and its tax advisors with respect to any issue relating to such audit or dispute; (iii) the Selling Stockholder shall have the right to consent to the selection of Purchaser, counsel or other advisors in connection with such Tax Claim which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, ; (iv) Purchaser shall, and Sellers’ Representative shall cause provide the Sellers to, provide Selling Stockholder with copies of all correspondence with correspondence, notices and other written materials received from any Taxing Authorities and shall otherwise keep the applicable Governmental EntitySelling Stockholder and its tax advisors advised of significant developments in the audit or dispute and of significant communications involving representatives of the Taxing Authorities; (v) the Selling Stockholder may request that Purchaser take a position in respect of such audit or proceeding, and Purchaser shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code) based upon the written advice of a nationally recognized law firm or an accounting firm and (B) the adoption of such position could not settle reasonably be expected to adversely affect the Tax liability of any of the Company, its Subsidiaries, Purchaser or compromise such Tax Matter any of their Affiliates for any period or portion thereof beginning after the Closing Date; (vi) Purchaser shall provide the Selling Stockholder with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Selling Stockholder or its tax advisors may have with respect thereto; and (vii) there will be no settlement, resolution, or closing or other agreement with respect thereto without the prior written consent of Sellers’ Representativethe Selling Stockholder, which consent shall will not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser . (iii) The Selling Stockholder shall have the sole right to control any audit or examination by any the conduct of a Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that Claim to the extent such Tax Claim involves a court proceeding, provided that (i) the Selling Stockholder shall keep the Purchaser reasonably informed and consult seriously and in good faith with the Purchaser and its tax advisors with respect to any issue relating to such matter could result Tax Claim; (ii) the Selling Stockholder shall provide the Purchaser with copies of all correspondence, notices and other written materials received from any Taxing Authorities and shall otherwise keep the Purchaser and its tax advisors advised of significant developments in the dispute and of significant communications involving representatives of the Taxing Authorities; (iii) the Selling Stockholder shall provide the Purchaser with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Purchaser or its tax advisors may have with respect thereto and (iv) there will be no settlement, resolution, or closing or other agreement with respect thereto that could reasonably be expected to adversely affect the Tax liability of Sellers under this Agreementany of the Company, its Subsidiaries, Purchaser shall not take such action or any of their Affiliates for any period or portion thereof beginning after the Closing Date without the approval consent of Sellers’ Representativethe Purchaser, which shall consent will not be unreasonably withheld. (iv) Any liability for Taxes for which the Selling Stockholder is liable under Section 10.2(a) that arises as a result of a Tax Claim shall be paid in accordance with Article X. (v) The procedures set forth in this Section 8.15(d), delayed or conditioned. Any refunds of Taxes received to the extent applicable, will govern all claims for indemnification with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsTaxes.

Tax Contests. The Sellers’ Representative (i) After the Closing, Buyer shall promptly notify Purchaser upon receipt Seller in writing (a “Tax Notice”) of any demand or claim received by any Seller Buyer or the Sellers’ Representative of Company from any written notice of Tax authority or any inquiries, claims, assessments, audits or similar events other party with respect to Taxes relating for which the Tax Indemnifying Party is liable pursuant to a Pre-Closing Tax Period Section 5.12 or Article VIII within ten (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control 10) days of the conduct receipt of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement such demand or compromise thereof, provided, however, that neither claim by Buyer or the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periodsCompany; provided, however, that a failure to give such Tax Notice will not affect the rights of Buyer or the Company to indemnification under Section 5.12 or Article VIII unless, or except to the extent that that, such failure materially impairs the ability of the Tax Indemnifying Party to contest such demand or claim. Such Tax Notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such matter could result asserted Tax liability. (ii) Subject to the following sentence, Seller may elect to control the conduct, through counsel chosen by Seller and at Seller’s own expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability with respect to which indemnity may be sought under Section 5.12 or Article VIII, including any contest in respect of an Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). If Seller elects to control a Contest, Seller shall within thirty (30) calendar days of receipt of the Tax Notice notify Buyer in writing of its intent to do so; provided, however, that Buyer and the Company are authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect their interests during such thirty (30) day period; provided further that the Buyer may retain separate counsel and participate in the liability defense of Sellers such Contest. Buyer shall cooperate and shall cause the Company (and any of its successors) to cooperate in each phase of such Contest. Seller shall keep the Buyer informed regarding the status of such Contest. If Seller does not elect to control the Contest, Buyer or the Company may, without affecting its or any other indemnified party’s rights to indemnification under this AgreementArticle V or Article VIII, Purchaser assume and control the defense of such Contest with participation by Seller. (iii) In the event that a Contest involves both a Pre-Closing Period and a Post-Closing Period (a “Straddle Contest”), the parties shall endeavor to cause the Contest proceeding to be separated into two or more separate proceedings, each of which involves exclusively Pre-Closing Periods or Post-Closing Periods. In the event that such separation cannot, after diligent efforts, be achieved, Buyer and Seller shall jointly control the Straddle Contest; provided, however, that, subject to this Section 5.12(e) generally, Buyer shall have all rights to make decisions, settle, compromise and/or concede such asserted liability as relates to a Post-Closing Period. To the extent Seller controls all or a portion of any Contest, Seller shall keep the Buyer informed regarding the status of such Contest. (iv) With respect to a Contest that is described in paragraphs (ii) or (iii) of this Section 5.12, Seller’s ability to settle, compromise and/or concede any asserted Tax liability shall be subject to Buyer’s consent, not take such action without the approval of Sellers’ Representative, which shall not to be unreasonably withheld, delayed conditioned or conditioned. Any refunds delayed, if Seller’s proposed settlement, compromise or concession could adversely affect a Tax liability of Taxes received Buyer or the Company; provided, however, if Buyer does not provide Seller with such consent, and Seller shall pay to Buyer the amount that Seller was willing to pay the Tax authority, and the Tax Authority was willing to accept, to settle the asserted Tax liability, Seller shall be released by Buyer from all indemnification obligations with respect thereto pursuant to any Pre-Closing Tax Periods Section 5.12 and Article VIII and Buyer shall be for assume control over the benefit conduct of the Sellers such Contest and shall be paid have all rights if such Contest does not involve any issues for which Seller remains liable under this Section 5.12 to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of make decisions, settle, compromise, and/or concede such fundsasserted liability.

Tax Contests. The Sellers’ Representative (a) If any taxing authority asserts a claim for which a party may seek indemnification pursuant to Section 13 of this Agreement (a "Tax Claim"), the party hereto first receiving notice of such Tax Claim shall promptly notify Purchaser upon receipt by (and in any Seller or the Sellers’ Representative of any event within fifteen (15) Business Days) provide written notice of any inquiries, claims, assessments, audits to the other party or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, parties hereto; provided, however, that neither the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under Section 13 hereof, except to the extent that such other party is actually and materially prejudiced thereby. Such notice shall specify in reasonable detail the basis for the Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) The Sellers' Representative shall have the right to control, at the expense of the Sellers, any Tax audit, examination, contest, litigation or other proceeding by or against any taxing authority (a "Tax Proceeding") of the Company or any Subsidiary for any Pre-Closing Period; provided, however, if any such Tax Proceeding could be expected to have a material and adverse effect on Buyer, the Company or any Retained Subsidiary or any of their respective Affiliates for any Post-Closing Period, the Sellers' Representative shall consult in good faith with Buyer before taking any significant action in connection with such proceeding and shall not settle, compromise or abandon such proceeding without Buyer's prior written consent, which shall not be unreasonably withheld. Buyer shall be entitled to participate, at its own expense, in any Tax Proceeding described in this clause (b). If the Sellers' Representative elects not to control any Tax Proceeding described in this clause (b), Buyer shall control such Tax Proceeding, at the Sellers' expense; provided that, if the Sellers nor acknowledge in writing that they are obligated to indemnify Buyer with respect to such Tax Proceeding, Buyer shall not settle, compromise or abandon such Tax Proceeding without Sellers' prior written consent, which shall not be unreasonably withheld. (c) Buyer shall control, at its own expense, any Tax Proceeding for a Straddle Period; provided, however, that (i) Buyer shall consult with the Sellers’ ' Representative before taking any significant action in connection with such Tax Proceeding, (ii) Buyer shall consult with the Sellers' Representative and offer the Sellers' Representative an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) the Sellers' Representative shall settle or compromise be entitled to participate in such Tax Matter Proceeding, at the expense of the Sellers and (iv) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If the Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ ' Representative, which consent shall not be unreasonably withheld. (d) Buyer shall control, delayed or conditioned. Except as otherwise provided in this Section 8.4at its own expense, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate Proceeding involving the Company or any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company Retained Subsidiaries for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any PrePost-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsPeriod.

Tax Contests. The Sellers’ Representative (i) If a claim shall be made by any taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment pursuant to Section 7.4(e), the party receiving notice of such claim shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative other party of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without Claim; provided that the prior written consent of Purchaser, which consent failure by an indemnified party to provide prompt notification shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect relieve the indemnifying party of its indemnification obligations hereunder except to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with extent that the applicable Governmental Entity, and Purchaser shall not settle or compromise indemnifying party is materially prejudiced thereby in defending such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Claim. (ii) Except as otherwise provided in this Section 8.47.4(f)(iii), Sellers shall control all proceedings relating to any Tax Claim with respect to a Retained Tax Liability and make all decisions in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund (where applicable law permits such refund suits) or contest the Tax Claim in any permissible manner; provided Sellers shall not take any position, unless required by Law, that could reasonably be expected to have a material adverse effect on the Purchaser without consulting with the Purchaser regarding such position. 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. (iii) Except as otherwise provided in Section 7.4(f)(ii), Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received proceedings with respect to Taxes related to the Purchased Assets and the Facility for any Pre-taxable period beginning after the Closing Tax Periods shall be for the benefit of the Date. (iv) Sellers and Purchaser shall be paid jointly control any proceedings with respect to real and personal property Taxes relating to the Sellers’ Representative Purchased Assets and the Facility for disbursement any Straddle Period. (v) Purchaser and its Affiliates, on the one hand, and Sellers and their respective Affiliates, on the other, shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the Sellers within 5 days requesting party of receipt 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 fundsTax Claim.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative party receives written notice from any Taxing Authority of any written notice of any inquiries, claims, assessments, audits or similar events Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to a Pre-Closing Tax Periodprovide indemnification under this Agreement, including any settlement or compromise thereof, such party shall give prompt written notice thereof to the other party; provided, however, that neither the Sellers nor failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the indemnifying party. (b) Sellers’ Representative , acting through Sellers' Agents, shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating solely to Taxes of the Company and MTR for Taxable Periods ending on or compromise before the Closing Date; provided, that Purchaser and counsel of its own choosing shall have the right, at Purchaser's own expense, to participate fully in all aspects of the prosecution or defense of such Tax Matter Proceeding; and provided further that Sellers shall not settle any such Tax Proceeding without the prior written consent of PurchaserPurchaser if such settlements could increase the past, present or future Tax liability of Purchaser or any of its Affiliates, or any Tax liability of the Company or MTR for any Post-Closing Tax Period by an amount greater than $25,000. (c) Sellers, acting through Sellers' Agents, shall have the right, at their own expense, to jointly control and participate with Purchaser in all Tax Proceedings relating to Taxes of the Company or MTR for a Straddle Period. If Sellers exercise such right, neither party shall settle any such Tax Proceeding without the prior written consent of the other. (d) If Sellers, acting through Sellers' Agents, do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 10.5, Purchaser may, without waiving any rights to indemnification hereunder, defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion. (e) Purchaser shall control all Tax Proceedings relating to Taxes or Tax Returns of MMP and the FCC Licensee Entities. In the case of Tax Proceedings relating solely to Taxable Periods of MMP ending on or before the Closing Date and Straddle Periods of MMP, Purchaser shall keep Sellers fully informed as to the status of any such Tax Proceeding and shall not settle such a Tax Proceeding without the prior written consent of Sellers, which consent shall not be unreasonably withheld, delayed ; provided that Sellers' Agents' consent to a settlement shall only be required if such settlements could increase Sellers' Taxes or conditioned. If Taxes for which Sellers’ Representative does not elect to ' Agents have such sole control, Purchaser shall, and Sellers’ Representative shall cause indemnification responsibility hereunder by an amount greater than $25,000. (f) In the Sellers to, provide copies event that the provisions of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.410.5 and the provisions of Section 10.4(b) conflict or otherwise each apply by the terms, Purchaser this Section 10.5 shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional exclusively govern all matters concerning Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative party receives written notice from any Taxing Authority of any written notice of any inquiries, claims, assessments, audits or similar events Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to a Pre-Closing Tax Periodprovide indemnification under this Agreement, including any settlement or compromise thereof, such party shall give prompt written notice thereof to the other party; provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the indemnifying party. (b) Seller shall settle have the right, at its own expense, to control and make all decisions with respect to any Tax Proceeding relating solely to Taxes of MMP II and the MMP II Licensee Entities for Taxable Periods ending on or compromise before the Closing Date; provided, that Purchaser and counsel of its own choosing shall have the right, at Purchaser's own expense, to participate fully in all aspects of the prosecution or defense of such Tax Matter Proceeding; and provided further that Seller shall not settle any such Tax Proceeding without the prior written consent of PurchaserPurchaser if such settlements could increase the past, which consent present or future Tax liability of Purchaser or any of its Affiliates, or any Tax Liability of MMP II or the MMP II Licensee Entities for any Post-Closing Tax Period by an amount greater than $25,000. (c) Seller shall not be unreasonably withheldhave the right, delayed or conditionedat its own expense, to jointly control and participate with Purchaser in all Tax Proceedings relating to Taxes of MMP II and the MMP II Licensee Entities for a Straddle Period. If Sellers’ Representative does not elect to have Seller exercises such sole controlright, Purchaser shall, and Sellers’ Representative neither party shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise any such Tax Matter Proceeding without the prior written consent of Sellers’ Representative, which consent shall the other. (d) If Seller does not be unreasonably withheld, delayed exercise its right to assume control of or conditioned. Except participate in any Tax Proceeding as otherwise provided in under this Section 8.410.5, Purchaser shall have may, without waiving any rights to indemnification hereunder, defend or settle the same in such manner as it may deem appropriate in its sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsabsolute discretion.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser Counterparty in writing upon receipt by any Seller or of the Sellers, and Counterparty shall promptly notify the Sellers’ Representative in writing upon receipt by Counterparty, any of any written its Affiliates, the Company or its Subsidiary, of notice of any inquiriespending or threatened federal, claimsstate, assessmentslocal or foreign Tax audits, audits examinations or similar events with respect assessments of the Company or the Subsidiary which might reasonably affect the Tax Liabilities of any Seller (“Tax Proceeding”); provided, however, that failure to Taxes relating provide notice of a Tax Proceeding shall not relieve any party of its obligations pursuant to this Agreement except to the extent such party was materially prejudiced by such failure. To the extent a Tax Proceeding relates solely to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax PeriodProceeding”), including any settlement or compromise thereofthe Sellers’ Representative shall have the right to control the conduct of such Pre-Closing Tax Proceeding (at the cost of the Sellers) in which case (i) the Sellers’ Representative shall conduct such Pre-Closing Tax Proceeding diligently and in good faith, provided(ii) the Counterparty shall have the right to participate in but not control such Pre-Closing Tax Proceeding (at the sole cost of the Counterparty), howeverand (iii) the Sellers’ Representative shall keep the Counterparty reasonably informed as to the progress of such Pre-Closing Tax Proceedings. If the Sellers’ Representative chose not to control the conduct of such Pre-Closing Tax Proceeding then the Counterparty shall control the conduct of such Pre-Closing Tax Proceeding in which case (A) the Counterparty shall conduct such Pre-Closing Tax Proceeding diligently and in good faith, that neither (B) the Sellers Sellers’ Representative shall have the right to participate in but not control such Pre-Closing Tax Proceeding (at the sole cost of the Sellers), and (C) the Counterparty shall keep the Sellers’ Representative reasonably informed as to the progress of such Pre-Closing Tax Proceeding. To the extent a Tax Proceeding relates to a Straddle Period (a “Straddle Period Tax Proceeding”), Sellers’ Representative and the Counterparty shall cooperate and jointly control such Straddle Period Tax Proceedings. Neither the Counterparty nor the Sellers’ Representative shall settle settle, compromise or compromise concede any such Pre-Closing Tax Matter Proceeding or Straddle Period Tax Proceeding without the prior written consent of Purchaser, the other (which written consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause ); provided that the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which ’s written consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that required to the extent that any such matter could result in settlement, compromise or concession would not increase the Tax liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller provide written notice thereof to the other party or parties to this Agreement; provided, that the Sellers’ Representative failure of such party to give such prompt notice shall not relieve the other party of any written of its obligations under this Article VIII, except to the extent that the other party is prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any inquiries, claims, assessments, audits correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding of or similar events with respect to Taxes relating the Company for any taxable period ending on or before the Closing Date, Seller shall have the exclusive right to a Pre-Closing control such Tax Period (Proceeding; provided, that Seller shall not settle, compromise or abandon any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates with respect to their liability for Taxes of or relating to the Company for a Post-Closing Period. If Sellers’ Representative does not elect 56 (c) In the case of a Tax Proceeding of or with respect to the Company for any Straddle Period, the Controlling Party shall have the right and obligation to conduct, at its own expense, such sole controlTax Proceeding; provided, Purchaser shallthat (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of the Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with the Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party the 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 Sellers’ Representative shall cause (vi) the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Controlling Party shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ Representativethe Non-Controlling Party, which written consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice For purposes of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” shall mean whichever of Purchaser or Seller is not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Controlling Party with respect to any Pre-Closing such Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceeding.

Tax Contests. The Sellers’ Representative (a) If any Governmental Entity asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide written notice of any inquiries, claims, assessments, audits thereof to the other party or similar events with respect parties to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, this Agreement; provided, however, that neither the Sellers nor failure of such party to give such prompt notice shall not relieve the Sellers’ Representative other party of any of its obligations under this Article 7, except to the extent that the other party is prejudiced by such failure. Such notice shall settle or compromise specify in reasonable detail the basis for such Tax Matter Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Entity. (b) In the case of a Tax Proceeding of or with respect to (i) any of the Transferred Entities for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 7.07(d)), for which Sellers may be obligated to indemnify Purchaser Parent under Section 7.02(a) and (ii) any of the matters subject to indemnification by Sellers pursuant to Sections 7.02(c), 7.02(d) and 7.02(f), Parent shall have the exclusive right to control such Tax Proceeding; provided, however, that (A) if the resolution of such Tax Proceeding could reasonably be expected to have an adverse impact on Purchaser Parent or any of its Affiliates (including any Transferred Entity after the Closing), Parent shall keep Purchaser Parent apprised of material developments with respect to, promptly shall respond to any reasonable requests from Purchaser Parent for information relating to, shall consult with Purchaser Parent before taking any significant action in connection with, and shall include Purchaser Parent in all conferences with the relevant taxing authorities relating to, such Tax Proceeding and (B) Parent shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of PurchaserPurchaser Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, if such settlement, compromise or abandonment could have an adverse impact on Purchaser Parent or any of its Affiliates (including the Transferred Entities) after the Closing. If Sellers’ Representative Purchaser Parent in good faith determines that Parent has failed to defend diligently any Tax Proceeding with respect to any of the Transferred Entities that Parent otherwise is entitled to control pursuant to this Section 7.07(b), then Purchaser Parent may provide Parent notice of such determination and, if Parent does not elect take reasonable actions to have cure such sole controlfailure within 15 days after any such notice is provided by Purchaser Parent (or such shorter period as is reasonable taking into account the nature of the relevant Tax Proceeding or other relevant circumstances), Purchaser shallParent shall have the exclusive right to control such Tax Proceeding, subject to the provisions of Section 7.07(c) below. (c) In the case of a Tax Proceeding of or with respect to any of the Transferred Entities for any taxable period (other than a Tax Proceeding described in Sections 7.07(b) or 7.07(d)) for which Sellers may be obligated to indemnify Purchaser Parent under this Article 7, Purchaser Parent shall have the exclusive right to control such Tax Proceeding; provided, however, that, to the extent such Tax Proceeding relates to any such indemnification obligation of Sellers under this Article 7 (i) Purchaser Parent shall keep Parent apprised of material developments with respect to, promptly shall respond to any reasonable requests from Parent for information relating to, shall consult with Parent before taking any significant action in connection with, and Sellers’ Representative shall cause include Parent in all conferences with the Sellers relevant taxing authorities relating to, provide copies of all correspondence with the applicable Governmental Entitysuch Tax Proceeding, and (ii) Purchaser Parent shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ RepresentativeParent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. Except as otherwise provided delayed, to the extent such settlement, compromise or abandonment could result in an obligation for which Sellers may be obligated to indemnify Purchaser Parent under this Article 7. (d) Notwithstanding anything to the contrary in this Agreement but subject to Section 8.47.01(f)(iii), Purchaser (i) Parent shall have the sole exclusive right to control in all respects, and neither Purchaser Parent nor any audit or examination by of its Affiliates shall be entitled to participate in, any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Proceeding with respect to (A) any Pre-Closing Tax Periods Return of Parent or a member of the Parent Group and (B) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group; and (ii) Purchaser Parent shall have the exclusive right to control in all respects, and neither Parent nor any of its Affiliates shall be for entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of Purchaser Parent or any of its Subsidiaries (other than the benefit Transferred Entities) and (B) any Tax Return of a consolidated, combined or unitary group that includes Purchaser Parent or any of its Subsidiaries (other than the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsTransferred Entities).

Tax Contests. The Sellers(i) After the Closing Date, Parent shall notify the Stockholders’ Representative shall promptly notify Purchaser upon Agent within ten (10) days of the commencement or receipt by of (i) any Seller or the Sellers’ Representative of any written notice of any inquiriesTax deficiency, claimsproposed Tax adjustment, assessmentsTax assessment, audits Tax audit, Tax examination, or similar events other administrative or court proceeding, suit, dispute, or other claim with respect to Taxes Taxes, or (ii) any voluntary contact with any Tax Authority relating to a Pre-Closing Tax Period Taxes, in each of clause (i) and (ii), affecting the Taxes of or with respect to the Company, the Surviving Corporation or any such inquiry, claim, assessment, audit Company Subsidiary (items within clauses (i) or similar event, (ii) are referred to as a “Tax Matter”Claim” ) that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 8.2(a). SellersThereafter, Parent shall deliver to the Stockholders’ Representative may elect Agent, as promptly as possible but in no event later than ten (10) days after Parent’s receipt thereof, copies of all relevant notices and documents (including court papers) received by Parent. In the case of any Tax Claim relating to any Tax period ending on or before the Closing Date that, if determined adversely to the Company or any Company Subsidiary would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof, the Stockholders’ Agent (at the sole cost and expense of the Company Holders) shall have sole the right to control of the conduct of any or initiate such Tax Matter with respect Claim and shall have the right to a Pre-Closing settle such Tax Period, including any settlement or compromise thereof, Claim; provided, however, (i) that neither Parent may fully participate (at Parent’s expense) in the Sellers nor dispute of such Tax Claim, (ii) the SellersStockholders’ Representative Agent shall settle keep Parent timely informed with respect to the commencement, status and nature of any such Tax Claim and (iii) the Stockholders’ Agent shall not settle, compromise or dispose of any Tax Claim without the consent of Parent, which consent may not be unreasonably withheld, conditioned or delayed, provided that if Parent does not object to such settlement or compromise within fifteen (15) days after the notice by the Stockholders’ Agent, Parent shall be deemed to have consented to such settlement or compromise. (ii) Except as provided in Section 5.9(b)(i), Parent (at its sole cost and expense) shall have the right to control the conduct of or initiate any Tax Claim of the Company or any Company Subsidiary; provided however, that, for any Tax Claim relating to the Taxes of a Straddle Period that, if determined adversely to the Company or any Company Subsidiary would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof, (i) the Stockholders’ Agent may fully participate (at the Company Holders’ expense) in the dispute of such Tax Matter Claim, (ii) the Parent shall keep Stockholders’ Agent timely informed with respect to the commencement, status and nature of such Tax Claim and (iii) Parent shall not settle, compromise, or dispose of any such Tax Claim without the prior written consent of Purchaserthe Stockholders’ Agent, which consent may not be unreasonably withheld, conditioned or delayed, provided that if Stockholders’ Agent does not object to such settlement or compromise within thirty (30) days after the notice by Parent, the Stockholders’ Agent may be deemed to have consented to such settlement or compromise; provided, further, that in the case of any voluntary contact with any Tax Authority affecting Taxes of or with respect to the Company, the Surviving Corporation, or any Company Subsidiary, that may result in a claim for indemnity under Section 8.2(a), Parent shall not initiate any such voluntary contact without the consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsdelayed.

Tax Contests. The Sellers’ Representative 6.4.1 If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim shall promptly notify Purchaser upon receipt by any Seller or provide written notice thereof to the Sellers’ Representative other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received, from time to time, as received from the Taxing Authority or other Person. 6.4.2 If, within 30 calendar days after any the Sellers receives or delivers, as the case may be, notice of a Tax Claim, the Sellers provide to the Purchaser an Election Notice, then subject to the provisions of this Section 7.4, the Sellers shall defend or prosecute, at their S01E! Cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall defended or prosecuted diligently by the Sellers to a Final Determination; provided, that the Sellers shall not, without the prior written consent of the Company, enter into any compromise or settlement of such Tax Claim that would result in any Tax detriment to the Company. So long as the Sellers are defending or prosecuting a Tax Claim with respect to the Company, or as otherwise reasonably required by Sellers in conjunction with filing or amending of tax returns, the Company shall promptly provide or cause to be provided to the Sellers any information reasonably requested by the Sellers relating to such Tax Claim, and shall otherwise cooperate with the Sellers and their representatives in good faith in order to contest effectively such Tax Claim. The Sellers shall inform the Company of all developments and events relating to such Tax claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 6.4.3 If, with respect to any Tax Claim, the Sellers fail to deliver an Election Notice to the Company within the period provided in Section 6.4.2 or, after delivery of such Election Notice to the Company, the Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then upon not less than ten (10) days written notice of its intention to do so (thus giving the Sellers 10 days notice and opportunity to cure), the Company shall at any inquiriestime thereafter have the right (but not the obligation) to defend or prosecute, claimsat. the sole cost, assessmentsexpense and risk of the Sellers, audits or similar events with respect such Tax Claim, to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”)the extent reasonably necessary. Sellers’ Representative may elect to The Company shall have sole full control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Periodsuch defense or prosecution and such proceedings, including any settlement or compromise thereof, providedprovided they act reasonably and in good faith and keep Sellers reasonably informed. If requested by the Company, however, that neither the Sellers nor shall cooperate in good faith with the Sellers’ Representative shall settle Company and its authorized representatives in order to contest effectively such Tax Claim. The Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise such of any Tax Matter without Claim controlled by the prior written consent Company pursuant to this Section 6.4.3, and shall bear their own costs and expenses with respect thereto. In the case of Purchaserany Tax Claim that is defended or prosecuted by the Company pursuant to this Section 6.4.3, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser the Company shall, and Sellers’ Representative shall cause from time to time, be entitled to receive current payments from the Sellers towith respect to costs and expenses incurred by the Company, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that reasonable in amount, in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants" and experts" fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such matter could Tax Claim, and any Taxes imposed on the Company as a result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of receiving a payment from the Sellers and shall be paid pursuant to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsthis Section 6.4) (collectively "Associated Costs").

Tax Contests. The Sellers’ Representative (a) In the event one party (or its Affiliates) receives notice of any pending or threatened Tax audits or assessments by any Tax authority or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VI, the party receiving such notice shall promptly notify Purchaser upon receipt by the other party of such matter in writing. This notice shall describe in reasonable detail the facts giving rise to any Seller claim for indemnification under Section 6.1 (if known), the amount or method of computation of the Sellers’ Representative amount of any written notice of any inquiries, claims, assessments, audits or similar events such claim (if known) and such other information with respect thereto as the Seller may reasonably request. The failure by the party receiving such notice to Taxes relating provide such notice to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, providedother party, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheldrelease the other party from any of its obligations under this Article VI, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that except to the extent that such party is prejudiced by such failure. (b) The Seller (at its sole cost and expense) shall have the right to represent the interests of the Transferred Group in, and control the conduct and resolution of, any such matter could result Tax audit or administrative or court proceeding to the extent such audit or proceeding relates to Taxes for which the Seller is liable under Section 6.1. If the Seller elects not to control the conduct and resolution of such audit or proceeding, the Seller shall notify the Buyer in writing and the liability Buyer shall have the right to control the conduct and resolution of Sellers such portion of the audit or proceeding that is not controlled by the Seller. The Buyer shall also have the right to control the conduct and resolution of any audit or proceeding relating to a refund of Taxes to which Seller is entitled under Section 6.9. The non-controlling party of each such audit or proceeding referred to in this AgreementSection 6.5(b) shall have a right to participate in such audit or proceeding (including being present at meetings and conferences and having an opportunity to review and comment on written materials prior to submission), Purchaser the controlling party shall keep the non-controlling party reasonably informed of all developments on a timely basis, and the controlling party shall not take such action resolve any Tax claim for which the non-controlling party may be liable or for which the non-controlling party has an interest without the approval of Sellers’ Representativenon-controlling party's written consent, which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Any refunds of Taxes received Notwithstanding anything to the contrary, in no event shall this Section 6.5(b) apply to any Tax audits or proceedings relating to Consolidated Returns, it being understood that the Seller shall have sole control over such audits and proceedings and Buyer shall have no rights with respect to such audits or proceedings. (c) With respect to any Pre-Closing Tax Periods audit, administrative or court proceeding related to a Straddle Period, the party with the greatest potential liability with respect to such Straddle Period Taxes (the “Controlling Party”), as determined pursuant to Section 6.7, shall be for have the benefit right to represent the interests of the Sellers members of the Transferred Group; provided, however, that the non-controlling party shall have a right to participate in such audit or proceeding (including being present at meetings and conferences and having an opportunity to review and comment on written materials prior to submission), the Controlling Party shall keep the non-controlling party reasonably informed of all developments on a timely basis, and the Controlling Party shall not resolve any Tax claim for which the non-controlling party may be paid to liable without the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsnon-controlling party's written consent, which shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by Whenever any Seller or the Sellers’ Representative of any written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to Tax Authority asserts a Pre-Closing Tax Period (any such inquiry, claim, makes an assessment, audit or similar eventotherwise disputes the amount of Taxes for which the Company Stockholders are or may be liable under this Section 5.13, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause if informed of such an assertion, promptly inform the Sellers to, provide copies of all correspondence with the applicable Governmental EntityStockholder Representative, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser Stockholder Representative shall have the sole right to control any audit resulting proceedings and to determine whether and when to settle any such claim, assessment or examination by any Tax authority, initiate any claim for refund dispute to the extent such proceedings or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment determinations affect the amount of Taxes of, or relating to, the income, assets or operations of for which the Company for all Tax periodsStockholders may be liable under this Agreement; provided, however, that if such settlement would reasonably be expected to adversely affect the liability of the Purchaser, the Company or any of the Company Subsidiaries for Taxes for any taxable period (or portion thereof) beginning after the Closing Date, such settlement shall not be agreed to without the consent of the Purchaser, which consent will not be unreasonably withheld or delayed, provided, further, that, since the Company Stockholders’ potential liability under this Section 5.13 is limited to the Escrow Account under Sections 8.3(b) and (c), the Stockholder Representative shall not have any such rights following the final distribution and termination of the Escrow Account. Notwithstanding the foregoing, whenever any Tax Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes relating to a Straddle Period, the Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except to the extent that any such matter could result in proceedings would reasonably be expected to affect the liability amount of Sellers Taxes for which the Company Stockholders are liable under this AgreementSection 5.13, Purchaser in which case such settlement shall not take such action be agreed to by the Purchaser without the approval consent of Sellers’ the Stockholder Representative, which shall consent will not be unreasonably withheldwithheld or delayed. For the avoidance of doubt, delayed or conditioned. Any refunds in the event of Taxes received with respect to any Pre-Closing Tax Periods conflict between this Section 5.13(c) and Section 8.5, the procedures set forth in this Section 5.13(c) shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundscontrol.

Tax Contests. The Sellers’ Representative (a) If any taxing authority asserts a Tax Claim, then a Party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by provide written notice thereof to the other Party or Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve any Seller or the Sellers’ Representative other Party of any written of its obligations under this Article VII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any inquiriescorrespondence received from the taxing authority. (b) Seller shall have the sole right to control any audit, claimsexamination, assessmentscontest, audits litigation or similar events other proceeding by or against any taxing authority (a “Tax Proceeding”) with respect to Taxes relating to a Pre-Closing (i) any Combined Tax Period Return, (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of ii) any Tax Matter Return of or Taxes imposed on or with respect to Seller, any member of the Seller Group or any of their respective Affiliates (including, prior to Closing the Transferred Entities), (iii) any Tax Return of or Taxes imposed on or with respect to any of the Transferred Entities for a Pre-taxable period ending on or before the Closing Date, and (iv) any Tax PeriodReturn or Taxes imposed on or with respect to the Purchased Assets, including any settlement the Assumed Liabilities or compromise thereofthe Business for a taxable period ending on or before the Closing Date, provided, however, that neither in the Sellers nor case of a Tax Proceeding described in clause (iii) or (iv), (A) Seller shall inform Purchaser of its election to control such Tax Proceeding within 10 days of receiving notice thereof and, thereafter, (B) Seller shall diligently prosecute such Tax Proceeding in good faith, (C) Seller shall keep Purchaser reasonably informed of the Sellers’ Representative status of developments with respect to such Tax Proceeding and (D) Seller shall not settle or compromise concede any such Tax Matter Proceeding without the prior written consent of Purchaser, (which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect ) of Purchaser if such settlement or concession could reasonably be expected to have the effect of materially increasing the Tax Liability of (or materially decreasing any Tax asset available to) a Purchaser Tax Indemnitee. (c) Purchaser shall have the right to control any Tax Proceeding involving the Transferred Entities other than any Tax Proceeding described in Section 7.4(b); provided that, in the case of any such sole controlTax Proceeding with respect to (i) any Tax Return of or Taxes imposed on or with respect to any of the Transferred Entities for a Straddle Period, (ii) any Tax Return or Taxes imposed on or with respect to the Purchased Assets, the Assumed Liabilities or the Business for a Straddle Period or (iii) Excluded Tax, (A) Purchaser shallshall inform Seller in a timely manner and in reasonable detail about the conduct of such Tax Proceeding; (B) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) 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, (D) Seller shall be entitled, at its own expense, to participate in such Tax Proceeding, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and (E) Purchaser shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ RepresentativeSeller, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsdelayed.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative of any party receives written notice from any Governmental Authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or compromise any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserClarant, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser The Stockholders shall not settle or compromise otherwise terminate any such Tax Matter Proceeding without the prior written consent of Sellers’ RepresentativeClarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), delayed the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or conditionedany Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 8.411.4, Purchaser Clarant shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative (a) Purchaser or Holdco, as the case may be, shall promptly notify Purchaser upon the other party within ten (10) Business Days after receipt by such party or any Seller or the Sellers’ Representative of any its Affiliates of written notice of any inquiriespending United States federal, claimsstate, assessmentslocal or foreign Tax audit or examination or notice of deficiency or other adjustment, audits assessment or similar events with respect redetermination relating to Taxes relating to a Pre-Closing Tax Period for which such other party or its Affiliates may be responsible under Section 6.1, Section 6.2, Section 6.7 or Section 10.1 (any such inquiry, claim, assessment, audit or similar event, a “Tax MatterMatters”). Sellers’ Representative may elect . (b) Holdco shall have the sole right to have sole control of the conduct control, contest, resolve and defend against any Tax Matters relating solely to Taxes of any Tax Matter with respect Transferred Company for which Sellers are obligated to a Pre-Closing Tax Period, including any settlement or compromise thereof, indemnify Purchaser under Section 6.1; provided, however, that neither the Sellers nor the Sellers’ Representative Purchaser may participate in any such Tax Matters at its own expense; provided, further, that Holdco shall not, and shall not permit its Affiliates to, concede, settle or compromise such a Tax Matter (or portion thereof) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely Purchaser or its Affiliates without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect delayed. (c) Subject to have such sole controlSection 6.5(d), Purchaser shallshall have the sole right to control all Tax Matters, and Sellers’ Representative resolutions described in Section 6.10, of any Transferred Company, or with respect to the Business or any Transferred Asset, not controlled by Holdco pursuant to Section 6.5(b) or Section 6.10. (d) Purchaser shall cause the Sellers not, and shall not permit its Affiliates to, provide copies of all correspondence with the applicable Governmental Entityconcede, and Purchaser shall not settle or compromise such a Tax Matter (or portion thereof), or resolution described in Section 6.10, controlled by Purchaser under Section 6.5(c) or Section 6.10 to the extent such concession, settlement or compromise could reasonably be expected to affect adversely any Seller or its Affiliates without the prior written consent of Sellers’ RepresentativeHoldco, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsdelayed.

Tax Contests. The Sellers’ Representative (a) If any Tax Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative of any provide prompt written notice of any inquiries, claims, assessments, audits or similar events with respect thereof to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, other Party; provided, however, that neither the Sellers nor failure of such Party to give such prompt notice shall not relieve the Sellers’ Representative other Party of any of its obligations under Article XII, except to the extent that the other Party is prejudiced by such failure. Such notice shall settle or compromise specify in reasonable detail the basis for such Tax Matter Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. (b) In the case of a Tax Proceeding of or with respect to the Company or any of its Subsidiaries (in each case, 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 (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaserthe Non-Controlling Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause delayed; provided further that the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Controlling Party shall not settle or compromise have any obligations (and the Non-Controlling Party shall not have any rights) under the immediately foregoing proviso with respect to any portion of such Tax Matter without Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that would not reasonably be expected to affect the prior written consent liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided its Affiliates. (c) Notwithstanding anything to the contrary in this Section 8.4Agreement, Purchaser Seller shall have the sole exclusive right to control in all respects, and neither Buyer nor any audit or examination by of its Affiliates shall be entitled to participate in, any Tax authorityProceeding with respect to any consolidated, initiate any claim for refund combined or amend or file any unitary Tax ReturnReturn of Seller, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that that, to the extent that any such matter could result in Tax Proceeding involves any issues that would materially adversely affect any Buyer Indemnified Party, Seller shall notify Buyer, shall keep Buyer reasonably appraised of the liability status of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Tax Proceeding with respect to such issues, shall consult with Buyer regarding such issues, shall consider any Pre-Closing Tax Periods shall be for the benefit comments of the Sellers Buyer in good faith and shall be paid otherwise act in good faith with respect to such issues. (d) In the Sellers’ Representative for disbursement to event of any conflict or overlap between the Sellers within 5 days provisions of receipt of such fundsthis Section 7.4 and Section 12.2, this Section 7.4 shall control.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (i) If any Seller or the Sellers’ Representative of any Party receives written notice from any Taxing Authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other Party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other Party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party. (ii) Upon written notice to EFI within thirty (30) days after receipt of notification pursuant to Section 7.07(e)(i), Kinsxx xxxll have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of any Acquired Company for any Taxable Period ending on or before the Closing Date. EFI shall settle or compromise have the right to approve the counsel selected by Kinsxx xx conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. Kinsxx xxxll not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the Tax liability of EFI or any of its Affiliates for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserEFI. Kinsxx xxxll not settle or otherwise terminate any such Tax Proceeding without the prior written consent of EFI. (iii) Upon written notice to EFI within thirty (30) days after receipt of notification pursuant to Section 7.07(e)(i), Kinsxx xxxll have the right, at their own expense, to jointly control and participate with EFI in the conduct of any Tax Proceeding relating to Taxes of any Acquired Company for a Straddle Period. If Kinsxx xxxrcises such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (iv) If Kinsxx xxxs not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 7.07(e), delayed EFI may defend or conditioned. If Sellers’ Representative does not elect to have settle the same in such manner as it may deem appropriate in its sole controland absolute discretion, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies without in any way limiting its rights of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. indemnification hereunder. (v) Except as otherwise provided in this Section 8.47.07(e), Purchaser EFI shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for Acquired Companies. (vi) In the event that the provisions of this Section 7.07(e) and the provisions of Article X hereof conflict or otherwise each apply by their terms, this Section 7.07(e) shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative (i) Acquiror or Seller, as the case may be, shall promptly notify Purchaser upon the other party within twenty days after receipt by such party or any Seller or the Sellers’ Representative of any its Affiliates of written notice of any inquiriespending federal, claimsstate, assessmentslocal or foreign Tax audit or examination or notice of deficiency or other adjustment, audits assessment or similar events redetermination relating to Taxes for which such other party or its Affiliates may be responsible under Section 8.1(a), 8.1(b) or 8.1(g) (“Tax Matters”). (ii) With respect to any Tax Matters relating to Taxes of any Entity in the Company Group for which Seller is obligated to indemnify Acquiror under Section 8.1(a), Seller may choose in its sole discretion to control, contest, resolve and defend against (at its expense) such Tax Matter (including selection of counsel); provided that with respect to Taxes any such Tax Matter, Seller shall keep Acquiror informed of all developments on a timely basis (including by sending copies of all material correspondence to Acquiror) and shall not agree to settle or resolve any such Tax Matter (other than a Tax Matter relating to a Pre-Closing Consolidated Income Tax Period Liabilities or any Consolidated or Combined Return, which Seller may settle or resolve in its sole discretion) without Acquiror’s consent, not to be unreasonably withheld, conditioned or delayed. (any such inquiryiii) Subject to Section 8.1(h)(iv), claim, assessment, audit or similar event, a “Acquiror shall have the sole right (at its own expense) to control all Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct Matters of any Entity in the Company Group not controlled by Seller pursuant to Section 8.1(h)(ii). (iv) Acquiror shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter with respect (or portion thereof) controlled by Acquiror under Section 8.1(h)(iii) to a Pre-Closing Tax Periodthe extent such concession, including any settlement or compromise thereofcould result in a payment from Seller to Acquiror pursuant to Section 8.1(a) of this Agreement, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The Sellers’ Representative (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 pursuant to Section 8.03 Purchaser shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative Sellers of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, ; provided, however, that neither the failure to give such notice shall not affect the indemnification provided hereunder except to the extent Sellers nor has actually been prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to Taxes and relating to a taxable period ending on or before the Sellers’ Representative Closing Date, Sellers shall settle or compromise control all proceedings any may make all decisions taken in connection with such Tax Matter Claim (including selection of counsel, which counsel shall be reasonably acceptable to Purchaser) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conference with any taxing authority with respect thereto, and may, in their 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. Notwithstanding the foregoing, Sellers shall not settle any Tax Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Furthermore, delayed Purchaser, and counsel of its own choosing, shall have the right to participate fully in the prosecution or conditioneddefense of such Tax Claim, and Sellers shall inform Purchaser, promptly in advance, of the date, time and place of all administrative or judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and shall provide Purchaser all information document requests and responses, proposed notices of deficiency, notices of deficiencies, revenue agents' reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. If Sellers’ Representative does not elect Purchaser shall be entitled to have its representatives attend and participate in any such sole controladministrative or judicial meeting, Purchaser shallconference, and Sellers’ Representative shall cause hearing or other proceeding. Before taking any action with respect to the Sellers conduct of such Tax Claim (including, but no limited to, provide copies the submission of any protest, petitions or responses to information document requests), Sellers shall first consult with Purchaser in good faith about such action. (c) Seller and Buyer shall jointly control and participate in all correspondence proceedings taken in connection with any Tax Claim relating to Taxes of the applicable Governmental EntityCompanies for any Tax period preceding, and or including, the Closing Date. Neither Sellers nor Purchaser shall not settle or compromise any such Tax Matter Claim without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, the other. (d) Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received proceedings with respect to Taxes for any Pre-taxable period beginning after the Closing Tax Periods shall be for Date. (e) Purchaser, the benefit Companies, and each of their respective Affiliates, on the one hand, and Sellers and their respective Affiliates, on the other, shall be paid cooperate in contesting any Tax Claims, which cooperation shall include the retention and (upon request) the provision to the Sellers’ Representative for disbursement requesting party of records and information which are reasonably relevant to the Sellers within 5 days such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of receipt of any material provided hereunder to testify at proceedings relating to such fundsTax Claim.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative of any party receives written notice from any governmental authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or compromise any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserClarant, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser The Stockholders shall not settle or compromise otherwise terminate any such Tax Matter Proceeding without the prior written consent of Sellers’ RepresentativeClarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), delayed the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or conditionedthe Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 8.411.4, Purchaser Clarant shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for and the Subsidiary. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative (i) If a claim shall be made by any taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment pursuant to Section 7.4(e), the party receiving notice of such claim shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative other party of any written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without Claim; provided that the prior written consent of Purchaser, which consent failure by an indemnified party to provide prompt notification shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect relieve the indemnifying party of its indemnification obligations hereunder except to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with extent that the applicable Governmental Entity, and Purchaser shall not settle or compromise indemnifying party is materially prejudiced thereby in defending such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Claim. (ii) Except as otherwise provided in this Section 8.47.4(f)(iii), Purchaser the Sellers shall have the sole right control all proceedings relating to control any audit or examination by any Tax authorityClaim with respect to a Retained Tax Liability and make all decisions in connection with such Tax Claim (including, initiate without limitation, selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any claim for refund or amend or file and all administrative appeals, proceedings, hearings and conferences with any Tax Returntaxing authority with respect thereto, and contestmay, resolve in their sole discretion, either pay the Tax claimed and defend against xxx for a refund (where applicable law permits such refund suits) or contest the Tax Claim in any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, permissible manner; provided the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take any position, unless required by Law, that could reasonably be expected to have a Material Adverse Effect on the Purchaser Group without consulting with the Purchaser Group regarding such action without position. The Purchaser Group shall be entitled to be informed of such Tax Claim within a reasonable time after such Tax Claim is asserted and the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received developments with respect to such Tax Claim at any Pre-administrative meeting, conference, hearing or other proceeding. (iii) Subject to the Lease and except as otherwise provided in Section 7.4(f)(ii), the Purchaser Group shall control all proceedings with respect to Taxes related to the Purchased Assets and the Facility for any taxable period beginning after the Closing Tax Periods Date. (iv) The Sellers and the Purchaser Group shall be jointly control any proceedings with respect to real and personal property Taxes relating to the Purchased Assets for any Straddle Period. (v) The Purchaser Group and its Affiliates, on the benefit of one hand, and the Sellers and their respective Affiliates, on the other, shall be paid cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the Sellers’ Representative for disbursement requesting party of records and information which are reasonably relevant to the Sellers within 5 days such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of receipt of any material provided hereunder or to testify at proceedings relating to such fundsTax Claim.

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller provide written notice thereof to the other party or parties to this Agreement; provided that the Sellers’ Representative failure of such party to give such prompt notice shall not relieve the other party of any written of its obligations under this Article VI, except to the extent that the other party is materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any inquiries, claims, assessments, audits correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding of or 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”). Sellers’ Representative may elect to have sole control of the conduct Transferred Ag Subsidiaries for any taxable period ending on or before the Closing Date (other (c) In the case of any a Tax Matter Proceeding of or with respect to any of the Transferred Ag Subsidiaries for any Straddle Period (other than a Pre-Closing Tax PeriodProceeding described in Section 6.5(d)), including any settlement or compromise thereofthe Controlling Party shall have the right and obligation to conduct, providedat its own expense, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter Proceeding; provided 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 Purchaserthe Non-Controlling Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periodsdelayed; provided, howeverfurther, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser Controlling Party shall not take such action without have any obligations (and the approval of Sellers’ Representative, which Non-Controlling Party shall not be unreasonably withheldhave any rights) under clause (i), delayed (ii), (iii) or conditioned. Any refunds of Taxes received (v) above with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt portion of such fundsTax 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 Descartes if Descartes and its Subsidiaries are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Fermat if Fermat 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 Descartes or Fermat is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (i) If any Seller or the Sellers’ Representative of any party receives written notice from any Taxing Authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party. (ii) Buyers shall have the right, at their own expense, to control the conduct of and, except as limited by the following two sentences, make all decisions with respect to any Tax Proceeding relating to Taxes of the Transferred Subsidiaries for any Taxable Period. With respect to any Tax Proceeding referred to in Section 5.4(e)(i), Group shall have the right to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. With respect to any Tax Proceeding referred to in Section 5.4(e)(i), Buyers shall not (A) take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the Tax liability of Sellers nor the Sellers’ Representative shall or any of their Affiliates for any Taxable Period or (B) settle or compromise any such Tax Matter Proceeding without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ RepresentativeGroup, which shall not be unreasonably withheld, delayed . If Group refuses to provide its consent to settle or conditioned. Any refunds of Taxes received compromise any issue with respect to any Pre-Closing such Tax Periods Proceeding, Group shall be for bear the benefit expenses of all aspects of the Sellers prosecution or defense of such issue following such refusal, shall assume control of the prosecution or defense of such issue and shall be paid indemnify Buyers for any increase in Buyers' or the Transferred Subsidiaries' liability for Taxes, if any, that the Buyers and the Transferred Subsidiaries incur with respect to such issue in excess of the Sellers’ Representative for disbursement liability had such Tax Proceeding been terminated or settled on the terms proposed prior to the Sellers within 5 days of receipt of Group's refusal to consent to such fundssettlement or compromise.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative of any party receives written notice from any governmental authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Members shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company for any Taxable Period ending on or compromise before the Closing Date. Clarant shall have the right to approve the counsel selected by the Members to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld or delayed, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Members shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserClarant, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser The Members shall not settle or compromise otherwise terminate any such Tax Matter Proceeding without the prior written consent of Sellers’ RepresentativeClarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), delayed the Members shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company for a Straddle Period. If Sellers exercise such right, neither party shall settle or conditioned. otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Members do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 8.411.4, Purchaser Clarant shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative (a) Parent shall promptly notify Purchaser upon receipt by any Seller or give prompt written notice to the Sellers’ Representative of any written audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of any inquiriesdeficiency, claims, assessments, audits or similar events with respect to Taxes relating other adjustment or proposed adjustment (a “Tax Contest”) attributable to a Pass-Through Tax Return for any Pre-Closing Tax Period or Straddle Period after receipt by Parent or any Affiliate of Parent (including the Group Companies after the Closing) of any such inquiryTax Contest. In the case of a Tax Contest attributable to a Pass-Through Tax Return that relates solely to Pre-Closing Tax Periods, claimthe Representative shall control the conduct of such Tax Contest, assessmentusing counsel at the Representative’s expense and reasonably satisfactory to Parent; provided that (a) Parent shall execute, audit or cause to be executed, appropriate powers of attorney as may be necessary so as to allow the Representative to control and settle or compromise any such Tax Contest, (b) Parent shall have the right to participate in such Tax Contest at its own expense, and the Representative shall not settle, compromise and/or concede any portion of such Tax Contest that could affect the Tax liability of Parent, the Group Companies (other than the Company), any Affiliate thereof, or any of their direct or indirect owners without the written consent of Parent, which consent will not be unreasonably conditioned, withheld or delayed, (c) with respect to any Tax Contest relating to an IRS Form 1065 (or similar eventstate and local income Tax Return) for a Tax period beginning after December 31, 2017, and conducted under the Partnership Tax Audit Rules, the Representative shall (and shall cause any other Person acting as the “partnership representative” or “designated individual” for the Company to) make (or cause to be made) a timely and proper election under Section 6226(a) of the Code (and any corresponding elections under state and local law) to treat a “partnership adjustment” as an adjustment to be taken into account by each member of the Company (including former members, if applicable) in accordance with Section 6226(b) of the Code (such election, a “Tax MatterPush-Out Election”). Sellers’ , and (d) the Representative may elect shall not (and shall cause any other Person acting as the “partnership representative” or “designated individual” for the Company not to) make (or cause to have sole be made) any election or otherwise take any action to cause the Partnership Tax Audit Rules to apply to the Company at any earlier date than is required by applicable law; provided, further, that, if the Representative fails to assume control of the conduct of any such Tax Matter with respect Contest within 15 days following the receipt by the Representative of notice of such Tax Contest, Parent shall have the right to assume control of such Tax Contest and shall be entitled to settle, compromise and/or concede any portion of such Tax Contest. (b) Parent shall have the right to control the portion of any Tax Contest attributable to a PrePass-Closing Through Tax Return for any Straddle Period, including . Parent shall give prompt written notice of any settlement or compromise thereof, provided, however, that neither such Tax Contest to the Sellers nor the Sellers’ Representative. The Representative shall settle or compromise have the right to participate in such Tax Matter Contest at its own expense, and Parent shall not settle, compromise and/or concede any portion of such Tax Contest that could affect the Tax liability of the Unitholders without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall will not be unreasonably withheldconditioned, delayed withheld or conditioned. Except as otherwise provided in this Section 8.4, Purchaser delayed. (c) Parent shall have the sole right to control any audit Tax Contest not described in Section 5.18(a) or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsSection 5.18(b).

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative of any party receives written notice from any governmental authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) The Members shall have the right, at their own expense, to control and make all decisions with respect to a Pre-any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Tax Period, including any settlement or compromise thereofDate, provided, however, that neither the Sellers nor Members may exercise this right ONLY IF (i) either (A) such Members receive a notice pursuant to Section 11.4(a) or (B) written notice is or has been received before and the Sellers’ Representative Closing Date by the Company, any Subsidiary or any Member from a Governmental Authority of a Tax Proceeding, AND (ii) the Members provide written notice of the exercise of this right to Clarant within thirty (30) days of the later of (A) the date of this Agreement for any Tax Proceeding described on SCHEDULE 5.24(g) or (B) the date of the receipt of the notice described in (i)(A) or (i)(B). Clarant shall settle or compromise have the right to approve the counsel selected by the Members to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Members shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserClarant, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser The Members shall not settle or compromise otherwise terminate any such Tax Matter Proceeding without the prior written consent of Sellers’ RepresentativeClarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), delayed the Members shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or conditionedany Subsidiary for a Straddle Period. If the Members exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Members do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 8.411.4, Purchaser Clarant shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller or Notwithstanding Section 8.4, the Sellers’ Representative interests of any written notice of any inquiries, claims, assessments, audits or similar events the Company before the relevant Governmental Entity with respect to Taxes any inquiry, assessment, Action, or other similar event relating to a any Pre-Closing Tax Period or Straddle Period of the Company (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”)) shall be addressed in and governed by this Section 5.3. Sellers’ Representative may elect to have sole The Person or Persons that control of the conduct of any (as set forth below) a Tax Matter with respect will have the right, subject to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided provisions below in this Section 8.45.3, Purchaser shall have the sole right to control the defense, compromise, or other resolution of any audit or examination by any such Tax authorityMatter, initiate any claim for refund or amend or file any including responding to inquiries, filing Tax ReturnReturns, and contestcontesting, resolve defending against, and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations such Tax Matter. (a) So long as taxable periods of the Company ending on or before, or including, the Closing Date remain open for all an assessment of Tax, Buyer (on behalf of itself and the Company) and the Securityholder will notify the other in writing within fifteen (15) Business Days after receipt by either of them, or the receipt by their Affiliates (and for this purpose the Company shall be deemed to be an Affiliate of Buyer from and after the Closing ), of written notice of (i) any pending or threatened Tax periods; providedMatter, howeverand (ii) any other pending or threatened audit or assessment with respect to Taxes of Buyer, the Company, or any other Affiliate of Buyer that could reasonably be expected to affect the Tax liability of the Selling Parties (including any indemnification obligation with respect to Taxes pursuant to Section 8.2). (b) Within fifteen (15) Business Days after the Securityholder’s receipt of a notice in respect of a Tax Matter to the extent that it relates to a taxable period ending on or before the Closing Date, the Securityholder may elect, so long as the Securityholder could reasonably be 4862-8185-4004 v.19 expected to be required to indemnify any Buyer Indemnified Party hereunder with respect to any Taxes that are the subject of such matter could result Tax Matter, by written notice to Buyer, to contest the Tax Matter in the liability name of Sellers under the Company. If the Securityholder so elects, the Securityholder (at the expense of the Securityholder) will control and be responsible for the defense of the item or items at issue, except that Xxxxx agrees to fully cooperate, and Xxxxx will cause the Company to fully cooperate, in the contest of such Tax Matter by making relevant documents and employees available to the Securityholder, and to execute, or cause the execution of, such documents (including powers of attorney) as may be reasonably necessary to allow the Securityholder to conduct the defense. If the Securityholder elects to conduct such a defense, then all decisions with respect to the negotiation or litigation of the item or items at issue in a Tax Matter described in this AgreementSection 5.3(b) will be made by the Securityholder and will be binding upon Buyer, Purchaser provided that the Securityholder shall keep Buyer reasonably apprised of the status of the defense, allow Buyer the right to participate in such Tax Matter and shall not take agree to any settlement of the Tax Matter without Buyer’s consent, such action without the approval of Sellers’ Representative, which shall consent not to be unreasonably withheld, delayed conditioned, or conditioneddelayed. (c) Xxxxx has the right to control the defense, compromise, or other resolution of any Tax Matter that relates to a Straddle Period or for any Tax Matter subject to Section 5.3(b) that the Securityholder declines to defend. Any refunds of Taxes received If the Securityholder would be required to indemnify a Buyer Indemnified Party pursuant to Section 8.2 with respect to such Tax Matter, then: (i) the Securityholder has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Buyer, and (ii) Buyer will not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Securityholder without the prior written consent of the Securityholder, which consent will not be unreasonably conditioned, withheld, or delayed. (d) Notwithstanding any other provision of this agreement to the contrary, Xxxxx agrees that it will not, and it will cause the Company not to, without the prior written consent of the Securityholder initiate or engage in ‎any voluntary disclosure proceedings or similar proceedings, agreements, or contractual obligations with any Governmental Entity relating to any and all Taxes of the ‎Company for any Pre-Closing Tax Periods shall be for the benefit Period or Straddle Period (“Voluntary ‎Disclosure Proceedings”). The Securityholder will not unreasonably withhold, delay or condition such consent with respect to any matters of the Sellers and shall be paid to Company that, in the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt absence of such fundsVoluntary Disclosure Proceedings, are manifestly incorrect. In the event that Xxxxx initiates or engages in any Voluntary Disclosure Proceedings in breach of this Section 5.3(d), Xxxxx agrees that any Taxes resulting from such Voluntary Disclosure Proceedings will not be indemnifiable by the Selling Parties pursuant to Section 8.2(d).

Tax Contests. The Sellers’ Parent agrees to give written notice to the Member Representative shall promptly notify Purchaser upon of the receipt by any Seller or the Sellers’ Representative of any written notice by the Company, Parent, the Surviving Corporation or any of Parent’s controlled Affiliates which involves the assertion of any inquiriesTax-related claim, claimsor the commencement of any Tax-related action, assessmentsin respect of which an indemnity may be sought by Parent pursuant to this Agreement (a “Tax Claim”); provided, audits that the failure to give such written notice shall not, however, relieve any Company Securityholder (or similar events any other indemnifying party) of its indemnification obligations, except and only to the extent that such Company Securityholder (or such other indemnifying party) forfeits rights or defenses by reason of such failure. The Member Representative shall have the right (at its sole expense) to represent the interests of the Company in connection with a Tax Claim that relates solely to a tax year that ends on or before the Closing Date and to employ counsel of its choice at its sole expense in respect of the defense of such Tax Claim; provided that, prior to the Member Representative assuming control of, and representation of the Company’s interest in respect of, such Tax Claim, within fifteen (15) days of receipt of the applicable notice of the Tax Claim, the Member Representative, on behalf of Company Securityholders, shall first provide to Parent a written statement (the “Tax Claim Notice”) verifying and affirming that the Member Representative shall assume the defense of the Tax Claim and be fully responsible for all Losses arising out of such Tax Claim but only to the extent provided in Article VIII; provided, further, with respect to Taxes relating to a Pre-Closing any Tax Period (Claim it controls, the Member Representative shall inform Parent of the status of any such inquiryProceeding and permit Parent to participate in such Proceeding as reasonably requested, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct shall provide Parent with copies of any Tax Matter pleadings, correspondence, and other documents as Parent may reasonably request and shall consult with respect Parent prior to a Pre-Closing Tax Period, including the settlement of any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative such Proceedings and shall settle or compromise such Tax Matter without obtain the prior written consent of PurchaserParent prior to the settlement of any such Tax Claim and/or related Proceedings, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. If Sellers’ Parent shall control the contest and resolution of any Tax Claim for which the Member Representative does not elect have the right to have such sole controlcontrol pursuant to the foregoing provisions or for which the Member Representative has not timely provided the Tax Claim Notice; provided, Purchaser shallhowever, and Sellers’ Representative that Parent shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without obtain the prior written consent of Sellers’ Representative, the Member Representative (which consent shall not be unreasonably withheld, delayed conditioned or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control delayed) before entering into any audit or examination settlement of such a Tax Claim controlled by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that Parent but only to the extent that such settlement would be reasonably likely to increase any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Tax liabilities for a Pre-Closing Tax Periods Period and the Member Representative, on behalf of the Company Securityholders, shall be entitled to passively participate in the defense of such claim and to employ counsel of their choice for such purpose, and the benefit fees and expenses of the Sellers and such separate counsel shall be paid to borne solely by the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsMember Representative.

Tax Contests. The Sellers’ (a) Purchaser shall notify the Seller Representative shall promptly notify Purchaser upon and the AMG Seller within five (5) days after receipt by Purchaser or any Seller or the Sellers’ Representative of any its Affiliates of written notice of any inquiriespending federal, claimsstate, assessmentslocal or foreign Tax audit or examination or notice of deficiency or other adjustment, audits assessment or similar events with respect to Taxes redetermination (each a “Tax Proceeding”) relating to any BlueMountain Tax Return (each, a “Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax MatterProceeding”). . (b) The Seller Representative and the AMG Seller shall have the sole right, at Sellers’ Representative may elect expense and with counsel of their choosing, to have sole control of the conduct of control, contest, resolve, and defend against any Tax Matter with respect to a Pre-Closing Tax PeriodProceeding. In the event of any such Pre-Closing Tax Proceeding, including Purchaser and Sellers shall cause Seller Representative and the AMG Seller to be designated as (i) the “partnership representative” of each BlueMountain Operating Company for each taxable period ending on or prior to the Closing Date, in accordance with Section 6223 of the Code and any settlement similar provision under any state or local or non-U.S. tax laws, and (ii) the “tax matters partner” of each BlueMountain Operating Company, in accordance with Section 6231 of the Code as in effect before the enactment of the Bipartisan Budget Act of 2015, and any similar provision under any state or local or non-U.S. tax laws, for any such period, as applicable. (c) Purchaser shall have the sole right at its own expense and with counsel of its choosing to control all Tax Proceedings of any BlueMountain Operating Company or BlueMountain Subsidiary other than any Pre-Closing Tax Proceeding with respect to which Seller Representative or the AMG Seller has exercised its control rights pursuant to Section 6.5(a); provided that, with respect to any such Tax Proceeding in respect of which any Seller could be liable or the Principal could be obligated to indemnify Purchaser under Section 6.2, (i) Purchaser shall offer Seller Representative and the AMG Seller a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Proceeding, and allow Seller Representative and the AMG Seller to participate at their own expense in any related meeting or telephonic conference with the applicable Taxing Authority and (ii) Purchaser shall keep Seller Representative and the AMG Seller reasonably apprised of such Tax Proceeding. (d) Purchaser shall not, and shall not permit its Affiliates to, concede, settle, or compromise any Tax Proceeding (or portion thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter ) controlled by Purchaser under Section 6.5(c) without the prior written consent of PurchaserSeller Representative and the AMG Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, delayed; it being understood and Sellers’ Representative shall cause agreed that Seller Representative’s or the Sellers to, provide copies AMG Seller’s withholding of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right deemed to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that be unreasonable to the extent that any such matter could result in the liability of concession, settlement, or compromise would reasonably be expected to adversely affect Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundstheir respective Affiliates.

Tax Contests. The Sellers’ Representative 10.6.1 If a claim relating to any Tax audit, Tax litigation or other Tax proceeding shall be made, whether before or after the date of this Agreement, by any Taxing Authority verbally, electronically, telephonically or by any other mode of communication which, if successful, would be reasonably likely to result in an indemnity payment to Seller or Buyer or any of their respective Affiliates pursuant to Section 10.5 (a “Tax Claim”), the Indemnified Party shall promptly notify Purchaser upon the other party of such Tax Claim no later than the earlier of: (i) 5 Business Days from the receipt of such notice by any Seller the Indemnified Party or after the Sellers’ Representative Indemnified Party becomes aware of any written notice of any inquiries, claims, assessments, audits such claim; or similar events (ii) with respect to Brazil, within one-third of the applicable period for the filing of a defense in connection thereof, except when the applicable period is equal or shorter than 5 days, when the notice shall be delivered within two-fifths of such response time. Such claim shall provide: (a) the facts, matters or circumstances that could give rise to an indemnity obligation for Seller Taxes or Buyer Taxes, as the case may be, hereunder; (b) the basis that justifies the belief that such Tax Claim gives rise to the right to indemnification under Section 10.5; (c) the reasonable estimation of the Loss that has been or may be incurred or suffered by the Indemnified Party to the extent known; and (d) all the documents and information available, for the purpose of making it possible for the Indemnifying Party to evaluate and defend the Tax Claim, provided that the failure or delay to give such notice or failure to provide the information required under this Section 10.6.1 shall not relieve the Indemnifying Party from any indemnification obligation hereunder with respect to such Tax Claim except to the extent of the actual, material prejudice caused. (i) With respect to any Tax Claim relating to a Pre-Tax period ending on or before the Closing Date, Seller shall control all proceedings and may make all decisions taken in connection with such Tax Period Claim (including selection of counsel), but only if Seller shall have first notified Buyer in writing of Seller’s intention to do so, and, without limiting the foregoing, may, in its sole discretion, and in good faith, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such inquiryrefund suits or contest the Tax Claim in any permissible manner. Buyer shall be entitled to be informed of (A) any Tax Claims asserted during such period and (B) the developments with respect to any existing Tax Claim at any administrative meeting, claimconference, assessmenthearing or other proceeding during such period. Seller shall provide to Buyer copies of all correspondence, audit or similar eventnotices and other written materials received from Tax Authorities. Notwithstanding the foregoing, a “Seller shall not be entitled to settle any Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct Claim in respect of any Tax Matter with respect to a Pre-Closing Tax PeriodReturn filed by Buyer under applicable Law or that would adversely affect in any material respect, including any settlement the liability of Buyer or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter its Affiliates without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ RepresentativeBuyer, which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (ii) With respect to any Tax Claim relating to a Straddle Period, Seller and its Affiliates shall have the right to represent any Transferred Press Subsidiary’s interests and to employ counsel of its choice, provided that Buyer shall be permitted at Buyer’s expense to be present at, and to participate in, any such Tax Claim. Any refunds In any case, Buyer shall be entitled to be informed of Taxes received (A) such Tax Claim within a reasonable time after such Tax Claim is asserted and (B) the developments with respect to such Tax Claim at any Preadministrative meeting, conference, hearing or other proceeding. Seller shall provide to Buyer copies of all correspondence, notices and other written materials received from Tax Authorities. Notwithstanding the foregoing, Seller shall not be entitled to settle any Tax Claim relating to a Straddle Period without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. (iii) Except as otherwise provided in Section 10.6.1(i) and (ii), Buyer shall control all proceedings with respect to Taxes for any Tax period beginning after the Closing Date. 10.6.2 Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall use best efforts to cooperate in contesting any Tax Claim, and shall use best efforts to retain and (upon request) provide to the requesting party all records and information which are reasonably relevant to such Tax Claim, make employees available on a mutually convenient basis to provide additional information or explain any material provided hereunder or any facts pertaining to such Tax Claim, or testify or act as a representative of the Transferred Press Subsidiary at proceedings relating to such Tax Claim; provided, however, that the activities of Seller and its Affiliates shall be conducted in a manner so as not to unreasonably interfere with the conduct of the Press Business. Buyer shall execute and deliver such powers of attorney to the counsel retained by Seller and other documents as are necessary to carry out the intent of this Section 10.6 in a timely manner. Without limiting the generality of the foregoing, Buyer agrees, by itself and on behalf of its Affiliates, to make available to Seller within 10 days following a written request from Seller in this regard, any Tax receipts, Tax Returns, books, records, personnel, documents or information of the Transferred Press Subsidiaries or of Seller or any Press Seller with respect to the Press Business for any Tax period ending on or before the Closing Date or Straddle Period as reasonably necessary for Seller to conduct the defense of any Tax Claim relating to the Transferred Press Subsidiaries or of Seller or any Press Seller with respect to the Press Business pursuant to this Article 10, as well as (i) including any existing Tax Claim that, although related to the Transferred Press Subsidiaries will not be transferred to Buyer or the relevant Transferred Press Subsidiary as a result of the Restructuring Plan and the Micro Plan, and (ii) any future Tax Claim that is filed directly against Seller after the Closing Date and which relates to any taxable period of the Press Business or of Seller or any Press Seller with respect to the Press Business ending on or before the Closing Date. Notwithstanding the foregoing, nothing in this Agreement shall require Buyer to make available any Tax-related books and records or information related to the operation of the Press Business for periods beginning after the Closing Date, except to the extent attributable to the post-Closing portion of any Straddle Period. Seller agrees, by itself and on behalf of its Affiliates, that (a) it will enter into a customary confidentiality agreement with Buyer and the Transferred Press Subsidiaries pursuant to which it shall keep any and all information obtained pursuant to this Article 10 confidential to the same extent that Seller keeps its own sensitive financial and Tax Periods information confidential, and shall be use any and all information obtained pursuant to this Article 10 for the benefit sole purpose of contesting Tax Claims and (b) it shall not be entitled to use any such information in a manner adverse to Buyer or the Sellers and shall Transferred Press Subsidiaries. Seller may not assign any rights granted under this Section 10.6.2 without the prior written consent of Buyer, such consent not to be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsunreasonably withheld, conditioned or delayed.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative party receives written notice from any Taxing Authority of any written notice of any inquiries, claims, assessments, audits or similar events Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to a Pre-Closing Tax Periodprovide indemnification under this Agreement, including any settlement or compromise thereof, such party shall give prompt written notice thereof to the other party; provided, however, that neither the Sellers nor failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the indemnifying party. (b) Sellers’ Representative , acting through Sellers' Agents, shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating solely to Taxes of the Company for Taxable Periods ending on or compromise before the Closing Date; provided, that Purchaser and counsel of its own choosing shall have the right, at Purchaser's own expense, to participate fully in all aspects of the prosecution or defense of such Tax Matter Proceeding; and provided further that Sellers shall not settle any such Tax Proceeding without the prior written consent of PurchaserPurchaser if such settlements could increase the past, present or future Tax liability of Purchaser or any of its Affiliates, or any Tax liability of the Company for any Post-Closing Tax Period by an amount greater than $25,000. (c) Sellers, acting through Sellers' Agents, shall have the right, at their own expense, to jointly control and participate with Purchaser in all Tax Proceedings relating to Taxes of the Company for a Straddle Period. If Sellers exercise such right, neither party shall settle any such Tax Proceeding without the prior written consent of the other. (d) If Sellers, acting through Sellers' Agents, do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 10.5, Purchaser may, without waiving any rights to indemnification hereunder, defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion. (e) Purchaser shall control all Tax Proceedings relating to Taxes or Tax Returns of MMP and the FCC Licensee Entities. In the case of Tax Proceedings relating solely to Taxable Periods of MMP ending on or before the Closing Date and Straddle Periods of MMP, Purchaser shall keep Sellers' Agents fully informed as to the status of any such Tax Proceeding and shall not settle such a Tax Proceeding without the prior written consent of Sellers' Agents, which consent shall not be unreasonably withheld, delayed ; provided that Sellers' Agents' consent to a settlement shall only be required if such settlements could increase Sellers' Taxes or conditioned. If Sellers’ Representative does not elect to Taxes for which Sellers have such sole control, Purchaser shall, and Sellers’ Representative shall cause indemnification responsibility hereunder by an amount greater than $25,000. (f) In the Sellers to, provide copies event that the provisions of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.410.5 and the provisions of Section 10.4(b) conflict or otherwise each apply by the terms, Purchaser this Section 10.5 shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional exclusively govern all matters concerning Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The (i) Buyer shall notify Sellers’ Representative shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative within ten (10) business days of any written receiving notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes a Tax Proceeding relating to a Pre-Closing Tax Period (with respect to the Acquired Companies. Such notice shall contain, with respect to each Tax Proceeding, such facts and information as are then reasonably available, including any written correspondence from or to the relevant Taxing Authority. With respect to any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect Proceeding relating solely to a Pre-Closing Tax Period, including Sellers’ Representative may choose in its sole discretion (at its expense) to control any such proceeding, subject to Buyer’s right to participate (at its expense and by employing counsel of its choosing) in such proceeding and, if such compromise or settlement or compromise thereofwould reasonably be expected to have a material adverse effect on a Tax liability of the Acquired Companies for a Post-Closing Tax Period, provided, however, that neither the Sellers nor the then Sellers’ Representative shall not compromise or settle or compromise any such Tax Matter dispute without first obtaining the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect delayed. (ii) With respect to have such sole controlany Tax Proceeding relating solely to Pass-through Tax Returns, Purchaser shall, and Sellers’ Representative shall cause have the Sellers toright to exclusively control any such proceeding and make all decisions in connection therewith. Except as provided in this Section 8.03(e)(i), provide copies Buyer shall control all proceedings with respect to Taxes of all correspondence with the applicable Governmental EntityAcquired Companies including any Tax Proceeding described in Section 8.03(e)(i) for which Sellers’ Representative chooses not to control. (iii) Buyer, the Acquired Companies and each of their respective Affiliates, on the one hand, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Selling Parties and their respective Affiliates and Sellers’ Representative, which consent on the other hand, shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received cooperate with respect to any Pre-Closing Tax Periods Proceeding, which cooperation shall be for include the benefit of retention and, upon request, the Sellers and shall be paid provision to the Sellers’ Representative for disbursement requesting party of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding. Buyer and the Sellers within 5 days Selling Parties shall execute and deliver such powers of receipt attorney and other documents as are necessary to carry out the intent of such fundsthis Section 8.03(e).

Tax Contests. The Sellers’ Representative (a) Purchaser shall promptly notify Purchaser upon receipt by any Seller or the Sellers’ Representative in writing upon receipt by Purchaser or any of any its Affiliates of a written notice of any inquiriespending or threatened Tax Proceeding which, claimsif pursued successfully, assessments, audits or similar events with respect to Taxes relating could give rise to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct Liability of any Tax Matter with respect to a Pre-Closing Tax Period, including Seller or an indemnity obligation of any settlement or compromise thereof, Seller hereunder; provided, however, that neither no failure or delay by Purchaser to provide notice of any such Tax Proceeding shall reduce or otherwise affect the obligation of the Sellers nor hereunder except to the extent that the relevant Seller or Sellers are actually prejudiced thereby. (b) If such Tax Proceeding is for a taxable period ending on or before the Closing Date and such Tax Proceeding could result in a material Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnity obligation to any Seller hereunder (taking into account the funds remaining in the Escrow Account), then the Sellers’ Representative shall settle or compromise have the right to control the conduct of such Tax Matter Proceeding; provided, that the Sellers’ Representative shall have confirmed in writing that the Sellers’ Representative has elected to control such Tax Proceeding (within twenty (20) days of being informed thereof). (c) In the event that the Sellers’ Representative has elected to control a Tax Proceeding pursuant to Section 9.6(b), (i) the Sellers’ Representative shall keep Purchaser informed regarding the progress and substantive aspects of such Tax Proceeding, including providing Purchaser with all written materials relating to such Tax Proceeding received from the relevant Tax authority and all written materials submitted to such Taxing authority by Sellers, (ii) Purchaser shall be entitled to participate in any such Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with any such Tax Proceeding and attending any conferences relating to any such Tax Proceeding, and (iii) the Sellers’ Representative shall not compromise or settle any such Tax Proceeding if such action could result in a Tax Liability of the Purchaser or any of its Affiliates without the obtaining Purchaser’s prior written consent of Purchaserconsent, which consent shall not be unreasonably withheld, delayed or conditioned. If . (d) Purchaser shall control the conduct of any Tax Proceeding other than a Tax Proceeding that the Sellers’ Representative does not elect has elected to have control pursuant to Section 9.6(b); provided, that in the case of any such sole controlTax Proceeding for a taxable period ending on or before the Closing Date or for a Straddle Period, (i) Purchaser shallshall keep the Sellers’ Representative informed regarding the progress and substantive aspects of any such Tax Proceeding, including providing the Sellers’ Representative with all written materials relating to such Tax Proceeding received from the relevant Tax authority and all written materials submitted to such Taxing authority by Purchaser or any of its Affiliates, (ii) the Sellers’ Representative shall cause the Sellers tobe entitled to participate in any such Tax Proceeding, provide copies of all correspondence including having an opportunity to comment on any written materials prepared in connection with the applicable Governmental Entityany such Tax Proceeding and attending any conferences relating to any such Tax Proceeding, and (iii) Purchaser shall not compromise or settle or compromise any such Tax Matter Proceeding if such action could result in a Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnity obligation of any Seller hereunder (taking into account the funds remaining in the Escrow Account) without obtaining the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have . (e) For the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice avoidance of Tax deficiency or other adjustment of Taxes of, or relating todoubt, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received procedures with respect to the conduct of any Pre-Closing Tax Periods Proceeding shall be for governed exclusively by this Section 9.6 and the benefit provisions of the Sellers and Article XI shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsnot apply.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative party receives written notice from any Taxing Authority of any written notice of any inquiries, claims, assessments, audits or similar events Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to a Pre-Closing Tax Periodprovide indemnification under this Agreement, including any settlement or compromise thereof, such party shall give prompt written notice thereof to the other party; provided, however, that neither the Sellers nor failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the indemnifying party. (b) Seller, acting through Sellers’ Representative ' Agents, shall settle have the right, at its own expense, to control and make all decisions with respect to any Tax Proceeding relating solely to Taxes of Seller and MTR for Taxable Periods ending on or compromise before the Closing Date; provided, that Purchaser and counsel of its own choosing shall have the right, at Purchaser's own expense, to participate fully in all aspects of the prosecution or defense of such Tax Matter Proceeding; and provided further that Seller shall not settle any such Tax Proceeding without the prior written consent of PurchaserPurchaser if such settlements could increase the past, present or future Tax liability of Purchaser or any of its Affiliates, or any Tax Liability of MTR for any Post-Closing Tax Period by an amount greater than $25,000. (c) Seller, acting through Sellers' Agents, shall have the right, at its own expense, to jointly control and participate with Purchaser in all Tax Proceedings relating to Taxes of MTR for a Straddle Period. If Seller exercises such right, neither party shall settle any such Tax Proceeding without the prior written consent of the other. (d) If Seller, acting through Sellers' Agents, does not exercise its right to assume control of or participate in any Tax Proceeding as provided under this Section 10.5, Purchaser may, without waiving any rights to indemnification hereunder, defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion. (e) Purchaser shall control all Tax Proceedings relating to Taxes or Tax Returns of MMP and the FCC Licensee Entities. In the case of Tax Proceedings relating solely to Taxable Periods of MMP ending on or before the Closing Date and Straddle Periods of MMP, Purchaser shall keep Seller's Agents fully informed as to the status of any such Tax Proceeding and shall not settle such a Tax Proceeding without the prior written consent of Seller's Agents, which consent shall not be unreasonably withheld, delayed ; provided that Seller's Agents' consent to a settlement shall only be required if such settlements could increase Sellers' Taxes or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause Taxes for which Seller has indemnification responsibility hereunder by an amount greater than $25,000. (f) In the Sellers to, provide copies event that the provisions of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.410.5 and the provisions of Section 10.4(b) conflict or otherwise each apply by the terms, Purchaser this Section 10.5 shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional exclusively govern all matters concerning Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds.

Tax Contests. The Sellers’ Representative After the Closing Date, Buyer shall promptly notify Purchaser upon Seller within ten (10) days of its written receipt by any Seller or the Sellers’ Representative of any written notice of any inquiriesTax deficiency, claimsproposed Tax adjustment, assessmentsTax assessment, audits Tax audit, Tax examination or similar events other administrative or court proceeding, suit, dispute or other claim primarily with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax MatterClaim”). Sellers’ Representative may elect ) that, if determined adversely to have sole control the taxpayer or after the lapse of the conduct of any Tax Matter with respect time would be grounds for a claim for indemnity pursuant to a Pre-Closing Tax Period, including any settlement or compromise thereof, Section 6.1 hereof; provided, however, that a failure by Buyer to provide notice of a Tax Claim within such ten (10) day period shall not entitle Seller to reduce the amount of the liability required to be paid pursuant to Section 6.1 unless such failure results in a material detriment to Seller, in which case the amount Seller is required to pay with respect to such liability shall only be reduced by the amount of such detriment. Thereafter, Buyer shall deliver to Seller, as promptly as possible, copies of all relevant notices and documents (including court papers) received by Buyer. In the case of any Tax Claim, Buyer and Seller may each participate, at its own expense, in the audit or proceeding; provided that the audit or proceeding shall be controlled by Buyer; provided, further, that at Seller’s election (upon written notice to Buyer) and its own expense, Seller may take control of the audit or proceeding, provided Seller agrees to indemnify Buyer for any resulting Taxes; provided, further, however, that (i) neither the Sellers nor the Sellers’ Representative Party shall settle such audit or compromise such Tax Matter proceeding without the prior written consent of Purchaserthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative (ii) each Party shall cause keep the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Party timely informed with respect to the commencement, status and nature of any Pre-Closing such Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsClaim.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by If Holdco, the Seller, the Company, the Company Subsidiaries or any Seller or the Sellers’ Representative of any their respective Affiliates receives written notice of any inquiries, claims, assessments, audits or 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”). Sellers’ Representative may elect to have sole control of the conduct of Action by any Tax Matter authority with respect to a Precombined, consolidated, affiliated or unitary group that includes the Company or any of the Company Subsidiaries relating to a Tax period ending on or prior to, or that includes, the Closing Date, and such Action could give rise to a Tax Liability of Holdco for which the Company or any of the Company Subsidiaries would be liable pursuant to Treasury Regulations Section 1.1502-Closing 6 or any similar provision of state, local or foreign Law (a “Tax PeriodClaim”), including such party shall promptly provide notice to the other party of such Tax Claim. The Seller, Holdco and their Affiliates (other than the Company and the Company Subsidiaries) shall have the exclusive right to control all matters relating to such Action, and the Buyer shall have the right to participate (at its own expense) in all proceedings in connection with such Action, and the Seller, Holdco and any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative of their Affiliates shall not settle or compromise such cause to be settled any Tax Matter Claim without the prior written consent of Purchaserthe Buyer to the extent such settlement would result in any incremental Tax Liabilities to the Company or any of the Company Subsidiaries, which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. If Sellers’ Representative does not elect Notwithstanding anything to have such sole controlthe contrary set forth here, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Buyer shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole any right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received withhold its consent with respect to the settlement of any Pre-Closing Tax Periods shall be for Action relating to the benefit treatment of the Sellers and shall be paid advances to Holdco identified in item 2 of Schedule 5.12(a)(ii) as equity for Tax purposes, or, without prejudice to Holdco’s obligations pursuant to Section 7.9(c) or Section 7.9(d), any other settlement that maximizes the Sellers’ Representative for disbursement to use of any net operating loss or other Tax attributes in respect of a Taxable period (or portion thereof) ending on or before, or that includes, the Sellers within 5 days of receipt of such fundsClosing Date.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (i) If any Seller or the Sellers’ Representative of any Party receives written notice from any Taxing Authority of any inquiries, claims, assessments, audits or similar events a Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other Party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other Party (or within such shorter time as may be necessary to give the Indemnifying Party a Pre-Closing Tax Period, including any settlement or compromise thereof, reasonable opportunity to respond to such notice); provided, however, that neither the Sellers nor failure to give such notice shall not affect the Sellers’ Representative indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party. (ii) Upon written notice to EFI within thirty (30) days after receipt of notification pursuant to Section 7.07(e)(i), Xxxxxx shall settle have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of any Acquired Company for any Taxable Period ending on or compromise before the Closing Date. EFI shall have the right to approve the counsel selected by Xxxxxx to conduct any such Tax Matter Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. Xxxxxx shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the Tax liability of EFI or any of its Affiliates for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of PurchaserEFI. Xxxxxx shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of EFI. (iii) Upon written notice to EFI within thirty (30) days after receipt of notification pursuant to Section 7.07(e)(i), Xxxxxx shall have the right, at their own expense, to jointly control and participate with EFI in the conduct of any Tax Proceeding relating to Taxes of any Acquired Company for a Straddle Period. If Xxxxxx exercises such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned. . (iv) If Sellers’ Representative Xxxxxx does not elect exercise their right to have assume control of or participate in any Tax Proceeding as provided under this Section 7.07(e), EFI may defend or settle the same in such manner as it may deem appropriate in its sole controland absolute discretion, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies without in any way limiting its rights of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. indemnification hereunder. (v) Except as otherwise provided in this Section 8.47.07(e), Purchaser EFI shall have the sole right control all Tax Proceedings relating to control any audit or examination by any Taxes and Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations Returns of the Company for Acquired Companies. (vi) In the event that the provisions of this Section 7.07(e) and the provisions of Article X hereof conflict or otherwise each apply by their terms, this Section 7.07(e) shall exclusively govern all matters concerning Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceedings.

Tax Contests. The Sellers’ Representative shall promptly notify Purchaser upon receipt by (a) If any Seller or the Sellers’ Representative party receives written notice from any Taxing Authority of any written notice of any inquiries, claims, assessments, audits or similar events Tax Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect for which the other party is obligated to a Pre-Closing Tax Periodprovide indemnification under this Agreement, including any settlement or compromise thereof, such party shall give prompt written notice thereof to the other party; provided, however, that neither the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the indemnifying party. (b) Sellers, acting through Sellers' Agent, shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating solely to Taxes of the Company for which Sellers nor are liable to indemnify Purchaser; provided, that Purchaser and counsel of its own choosing shall have the Sellers’ Representative shall settle right, at Purchaser's own expense, to participate fully in all aspects of the prosecution or compromise defense of such Tax Matter Proceeding; and provided further that Sellers shall not settle any such Tax Proceeding without the prior written consent of PurchaserPurchaser if such settlement could adversely affect the past, which consent shall not be unreasonably withheldpresent or future Tax liability of Purchaser or any of its Affiliates, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations liability of the Company for all which Seller is not obligated to indemnify Purchaser. (c) If Sellers do not exercise their right to assume control of or participate in any Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers Proceeding as provided under this AgreementSection 10.5, Purchaser may, without waiving any rights to indemnification hereunder, defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion. (d) In the event that the provisions of this Section 10.5 and the provisions of Section 10.4 conflict or otherwise each apply by the terms, this Section 10.5 shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsexclusively govern all matters concerning Taxes.

Tax Contests. The Sellers’ Representative (a) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall promptly notify Purchaser upon receipt by any Seller provide written notice thereof to the other party or parties to this Agreement; provided, that the Sellers’ Representative failure of such party to give such prompt notice shall not relieve the other party of any written of its obligations under this Article VIII, except to the extent that the other party is prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any inquiries, claims, assessments, audits correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding of or similar events with respect to Taxes relating the Company for any taxable period ending on or before the Closing Date, Seller shall have the exclusive right to a Pre-Closing control such Tax Period (Proceeding; provided, that Seller shall not settle, compromise or abandon any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. If Sellers’ Representative does not elect delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates with respect to their liability for Taxes of or relating to the Company for a Post-Closing Period. (c) In the case of a Tax Proceeding of or with respect to the Company for any Straddle Period, the Controlling Party shall have the right and obligation to conduct, at its own expense, such sole controlTax Proceeding; provided, Purchaser shallthat (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of the Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with the Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party the 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 Sellers’ Representative shall cause (vi) the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser Controlling Party shall not settle settle, compromise or compromise abandon any such Tax Matter Proceeding without obtaining the prior written consent of Sellers’ Representativethe Non-Controlling Party, which written consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice For purposes of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” shall mean whichever of Purchaser or Seller is not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Controlling Party with respect to any Pre-Closing such Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsProceeding.

Tax Contests. The Sellers’ Representative shall (a) If a Party (or any Affiliate of a Party) receives any communication with respect to any pending or threatened legal proceeding in connection with a Tax liability (or an issue related thereto) for which another Party or Parties may be responsible pursuant to this Agreement or otherwise, such Party shall, promptly notify Purchaser upon receipt by any Seller of notice thereof, notify in writing such other Party or the Sellers’ Representative Parties. Such notice shall include a true, correct and complete copy of any written notice communications, and an accurate and complete written summary of any inquiriesoral communications, claimsso received by the Party. The failure of a Party timely to forward such notification and communications in accordance with the immediately preceding sentence shall not relieve any other Party or Parties of its obligation to pay such Tax liability or any indemnity therefor, assessments, audits or similar events with respect except and to Taxes relating the extent that the failure timely to a Pre-Closing Tax Period (any forward such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control notification and communications prejudices the ability of the conduct Party liable for such Tax liability to contest such Tax liability or increases the amount of such Tax liability. (b) Except as provided for in Section 11.05(c) below and notwithstanding any other provision of this Agreement, as between CBC and Mxxxxx, the Party responsible for a Tax Matter liability with respect to a Pre-taxable period (or portion thereof) ending on or before the Closing Tax PeriodDate (such Party, including any settlement or compromise thereof, provided, however, that neither the Sellers nor the Sellers’ Representative shall settle or compromise such Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Except as otherwise provided in this Section 8.4, Purchaser “Controlling Party”) shall have the sole right to control represent the interests of the Party or its Subsidiaries in any legal proceeding relating solely to such Tax liability and to employ counsel of its choice at its own expense, provided that the other Party (such Party, the “Non-Controlling Party”) shall have the right to participate in such proceeding (at its own expense) and the Controlling Party shall not enter into a settlement without the consent of the Non-Controlling Party (such consent not to be unreasonably withheld or delayed), where such settlement could reasonably be expected to have an adverse effect on the Company or any of its Subsidiaries. (c) The Company and the tax matters partner (within the meaning of Section 6231(a)(7) of the Code and any similar provision under Applicable Law) shall represent the interests of the Company and its Subsidiaries in any legal proceedings relating to a taxable period (or portion thereof) of the Company and its Subsidiaries for which no other Party has any responsibility for a Tax liability, and to employ counsel of its choice at its own expense, in accordance with the terms of the Operating Agreement. Notwithstanding the foregoing, the Parties intend that the Company will, to the extent feasible and consistent with Applicable Law and the Transaction Documents, be responsible for any audit or examination review by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received Governmental Authority with respect to any Prethe Company, in the same manner as if the Company were a stand-Closing Tax Periods shall be for the benefit of the Sellers and shall be paid to the Sellers’ Representative for disbursement to the Sellers within 5 days of receipt of such fundsalone taxpayer.