Common use of Tax Contests Clause in Contracts

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) HII or SpinCo, as applicable, shall, The Company shall notify SpinCo within 10 twenty (20) business days after receipt by it or any of becoming aware its Affiliates of written notice of any pending federal, state, local or foreign Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the audit or examination or notice of deficiency or other Party to have an indemnification obligation under this Agreementadjustment, notify the other Party of such Tax Contest and thereafter promptly forward assessment or make available to the Indemnifying Party copies of notices and communications redetermination relating to SpinCo Indemnified Taxes (“Tax Claim”); provided, however, that the relevant portions of such Tax Contest. A failure by an Indemnitee to give such notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification SpinCo of any of its obligations under this AgreementSection 5.7, except to the extent that the Indemnifying Party shall have been SpinCo is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) HII SpinCo shall have the exclusive right to control the conduct and settlement of control, at its own expense, any Tax Contest Claim to the extent Tax liabilities asserted therein (including a Transaction or are reasonably expected to be asserted in the future) that are solely SpinCo Indemnified Taxes (such Tax Contest) Claim, “SpinCo Controlled Claim”); provided, however, that with respect to any such claim, SpinCo shall (i) that relates solely or primarily keep the Company reasonably informed of material developments with respect to Taxes that are the responsibility of HII pursuant to Article IIsuch SpinCo Controlled Claim, (ii) that relates to consult with the “net tax liability” of HII under Section 965(h)(6)(A), Company before taking any significant or material action in connection with such SpinCo Controlled Claim and (iii) at HII’s election, that may to the extent such Tax Claim is reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, give rise to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of Company, Subsidiaries, or their Affiliates that are not SpinCo Indemnified Taxes, not settle, compromise or abandon any such Tax Contest, HII shall not settle such Tax Contest SpinCo Controlled Claim without obtaining the prior written consent of SpinCo the Company (such consent not to be unreasonably withheld, conditioned or delayed). HII SpinCo and RemainCo shall notify SpinCo within 10 days of becoming aware of a jointly control, at each Party’s own expense, any Tax Contest under Section 3.03(b)(iii) if HII does not elect Claim with respect to control Jointly Prepared Returns (such Tax Contest; provided that HII Claim, “Jointly Controlled Claim”). With respect to any Jointly Controlled Claim, each Party shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result keep the other Party reasonably informed of subsequent material developments the expected Tax liability exposure of any member of the Honeywell Group resulting from with respect to such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely to Taxes that are the responsibility of SpinCo pursuant to Article IIJointly Controlled Claim, (ii) that could not reasonably be expected to materially affect amounts for which HII is liable under Article II, consult with the other Party before taking any significant or material action in connection with such Jointly Controlled Claim and (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the rightsettle, 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 Tax Contests under clause (iii) above, SpinCo shall not settle compromise or abandon any such Tax Contest Jointly Controlled Claim without obtaining the prior written consent of HII the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Agreement to the contrary, in no event shall SpinCo (or its Affiliates) control any Tax Claim to the extent it relates to any Tax Return other than a Tax Return of the Company or any Company Subsidiaries (as such terms are defined in the Merger Agreement). (c) Notwithstanding the provisions of Section 5.4(a) and Section 5.4(b) (Claims), the provisions of this Section 5.7 shall exclusively control with respect to any Tax Claim. (d) Except for the provisions of Section 5.6 and foregoing provisions of this Section 5.7, any and all Tax sharing, Tax allocation, Tax indemnity or similar agreements, arrangements, or practices (including any advance pricing agreement, closing agreement or other similar written agreement relating to Taxes with any Governmental Authority, but excluding (i) customary commercial Contracts the primary purpose of which is unrelated to Taxes and (ii) any agreements or arrangements solely between SpinCo and SpinCo Subsidiaries) to which SpinCo or any of its Subsidiaries is a party or otherwise subject shall be terminated as of the Distribution Date and after the Distribution Date neither of SpinCo nor any of its Affiliates shall be bound thereby, have any Liability thereunder, or be obligated to make any payment thereunder.

Tax Contests. (a) HII or SpinCoAdvanSix, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII and AdvanSix each shall have the exclusive right to control the conduct and settlement of any Tax Contest (including Contest, other than a Transaction Tax Contest) (i) , relating to any Tax Return that relates solely or primarily to Taxes that are the responsibility of HII it is responsible for preparing pursuant to Article II, (ii) that relates to Section 3.01. Notwithstanding the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, andforegoing, if SpinCo would have liability for a material amount of Taxes as a result of the proposed conduct or settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned portion or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control aspect of any such Tax Contest and could reasonably be expected to settlecause a Party to have an indemnification obligation under this Agreement, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments then the expected Tax liability exposure of Indemnitee shall not accept or enter into any member settlement without the consent of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest Indemnifying Party, which consent shall not be unreasonably withheld or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectdelayed. (c) SpinCo HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article IIprovided, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have not accept or enter into any settlement relating to any Transaction Tax to the right, at its sole expense, extent that AdvanSix is liable for such Transaction Tax pursuant 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 Tax Contests under clause (iiiSection 2.02(b) above, SpinCo shall not settle any such Tax Contest without the consent of HII (AdvanSix, which consent shall not to unreasonably be unreasonably withheld, conditioned withheld or delayed).

Tax Contests. (a1) HII Each of the Parties shall promptly notify the other Parties upon receipt by such Party of written notice of any inquiries, claims, assessments, audits or SpinCosimilar events with respect to Taxes of any SUG Party, as applicableany SUN Party or HHI for any Tax Period beginning on or before the Closing Date (any such inquiry, shallclaim, within 10 business days of becoming aware assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected shall not relieve such other party of any liability with respect to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been such party was actually prejudiced by such failure. as a result thereof. Except as provided in clauses (b2) HII and (3) below, ETP Holdco shall have the exclusive right to control the conduct and settlement of all Tax Contests. (2) If ETE elects in writing within ten (10) days of its receipt of any notice of a Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily with respect to Taxes that are the responsibility of HII any SUG Party for which ETE may be liable pursuant to Article IIthis Agreement, (ii) that relates to ETE shall control the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII conduct and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII provided, however, that ETE shall not settle such Tax Contest without keep ETP and ETP Holdco reasonably informed of the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control progress of any such Tax Contest and to settle, shall not effect any settlement or compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest without obtaining ETP’s prior written consent, which shall not be unreasonably withheld or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectdelayed. (c3) SpinCo If ETP elects in writing within ten (10) days of its receipt of any notice of a Tax Contest with respect to any SUN Party or HHI for which ETP may be liable pursuant to this Agreement, ETP shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests Contests, provided, however, that ETP shall keep ETE and may coordinate discussions with ETP Holdco reasonably informed of the relevant Taxing Authority with respect thereto, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not settle progress of any such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without the consent of HII (obtaining ETE’s prior written consent, which shall not to be unreasonably withheld, conditioned withheld or delayed). (4) In the event of any conflict or overlap between the provisions of this Section 5.8(C) and Section 8.4, the provisions of this Section 5.8(C) shall control.

Tax Contests. (a) HII or SpinCoIf any taxing authority asserts a Tax Claim, as applicable, shall, within 10 business days then the Party first receiving notice of becoming aware of any such Tax Contest (including a Transaction Tax Contest) that could reasonably be expected Claim shall provide prompt written notice thereof to cause the other Party; provided, however, that the failure of such Party to have an indemnification obligation under this Agreement, notify give such prompt notice shall not relieve the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies any of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification its obligations under this AgreementArticle ‎VII, except to the extent that the Indemnifying other Party shall have been actually 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 correspondence received from the taxing authority. (b) HII In the case of a Tax Proceeding of or with respect to the Company or any of its Subsidiaries for any Pre-Closing Tax Period or any Straddle Tax Period (in each case, other than a Tax Proceeding described in Section ‎7.7(c)), the Controlling Party shall have the exclusive right and obligation to control the conduct and settlement of any conduct, at its own expense, such Tax Contest (including a Transaction Tax Contest) Proceeding; provided, however, that (i) that relates solely or primarily to Taxes that are the responsibility Controlling Party shall provide the non-Controlling Party with a timely and reasonably detailed account of HII pursuant to Article IIeach stage of such Tax Proceeding, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A)Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, or (iii) at HII’s electionthe 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, that may reasonably (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 expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, entitled to participate in such Tax Proceeding, and advise on all aspects of any Tax Contest HII elects to control under clause (iiivi) abovethe Controlling Party shall not settle, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of compromise or abandon any such Tax ContestProceeding without obtaining the prior written consent of the Non-Controlling Party, HII which consent shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII ; provided, further, however, that the Controlling Party shall notify SpinCo within 10 days of becoming aware of a Tax Contest not have any obligations (and the Non-Controlling Party shall not have any rights) under Section 3.03(b)(iii) if HII does not elect the immediately foregoing proviso with respect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct portion of such Tax Contest Proceeding (and any actions, written materials, meetings or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely to Taxes that are the responsibility of SpinCo pursuant to Article II, (iiconferences relating exclusively thereto) that could not reasonably be expected to materially affect amounts for which HII is liable under Article IIthe liability of, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall have mean Seller in the right, at its sole expense, to participate in and advise on all aspects case of such any Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, Proceeding of or with respect to the Company for any Pre-Closing Tax Contests under clause (iii) abovePeriod or, SpinCo shall not settle in the case of any Tax Proceeding of or with respect to the Company for any Straddle Tax Period, Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Contest without Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the consent greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of HII (Seller or Purchaser is not the Controlling Party with respect to be unreasonably withheld, conditioned or delayed)such Tax Proceeding.

Tax Contests. (a) HII or SpinCo, as applicable, shall, Sellers and Purchaser shall provide notice within 10 business days of becoming aware fifteen (15) Business Days to the other of any Tax pending or threatened Contest (including a Transaction Tax Contest) that could reasonably be expected of which it becomes aware related to cause Taxes for any period for which it is indemnified by the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contesthereunder. A failure by an Indemnitee to give Such notice as provided in this Section 3.03(a) shall contain factual information (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party known) describing any asserted Tax liability in reasonable detail and shall have been actually prejudiced be accompanied by such failure. (b) HII shall have the exclusive right to control the conduct and settlement copies of any notice and other documents it has received from any Taxing Authority in respect of any such matters. If a Party hereto has knowledge of an asserted Tax Contest (including liability with respect to a Transaction matter for which it is to be indemnified under Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax Contest) liability, then (i) that relates solely or primarily to Taxes that are if the responsibility of HII pursuant to Article II, (ii) that relates to indemnifying Party is precluded from contesting the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate asserted Tax liability in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes forum as a result of the proposed settlement of any such Tax Contestfailure to give prompt notice, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII indemnifying Party shall have no obligation to indemnify the right to assume control indemnified Party for any Taxes arising out of any such asserted Tax Contest liability, and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed if the indemnifying Party is not precluded from contesting such asserted Tax liability in any forum, but such failure to adequately and properly manage give prompt notice results in a monetary detriment to the conduct indemnifying Party, then any amount that the indemnifying Party is otherwise required to pay the indemnified Party pursuant to Section 7.6 hereof shall be reduced by the amount of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectdetriment. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that provided, that, HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (ai) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware If any Tax Authority asserts a Tax Claim in respect of any Tax Contest described in clauses (including i), (ii) and (iii) of Section 7.19(a) or clauses (i), (ii) and (iii) of Section 7.19(b), then a Transaction Party to this Agreement first receiving notice of such Tax Contest) that could reasonably be expected Claim promptly shall provide written notice thereof to cause the other Party or Parties to have an indemnification obligation under this Agreement; provided, notify that the failure of such Party to give such prompt notice shall not affect the rights of such Party or relieve any other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies any of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification its obligations under this AgreementSection 7.19, except to the extent that the Indemnifying other Party shall have been is actually prejudiced by thereby. Such notice shall specify in reasonable detail the basis for such failureTax Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. (bii) HII While the indemnities in Section 7.19(a) remain in effect, the Everest Sellers shall have the exclusive sole right to control the conduct and settlement of any Tax Contest (including a Transaction Proceeding to the extent that it relates to any Tax Contest) that is an Excluded Tax described in clauses (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II), (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or and (iii) at HII’s electionof Section 7.19(a); provided, that may reasonably be expected to materially affect amounts for which both HII (A) the Everest Sellers shall inform Purchaser in a timely manner and SpinCo are liable under Article II; provided that SpinCo shall have in reasonable detail about the right, at its sole expense, to participate in and advise on all aspects conduct of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax ContestProceeding; (B) the Everest Sellers shall consider in good faith any reasonable comments provided by Purchaser with respect to the conduct of such Tax Proceeding; (C) the Everest Sellers shall not, HII without Purchaser’s consent (which consent shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII , agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the Tax liability of any Purchaser Tax Indemnitee (taking into account Sellers’ indemnification obligations under this Agreement); and (D) the Everest Sellers shall notify SpinCo within 10 days of becoming aware of a Tax Contest under not be entitled to take any action or make any omission pursuant to this Section 3.03(b)(iii7.19(d)(ii) if HII does not elect to control such Tax Contest; provided that HII do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iii) While the Olympus Deferred Amount (or any part thereof) continues to be held in the Olympus Escrow Account, the Olympus Sellers shall have the sole right to assume control of any such Tax Contest and Proceeding to settle, compromise and/or concede such the extent that it relates to any Tax Contest, if HII reasonably determines that is an Excluded Tax described in clauses (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; ), (ii) SpinCo has failed to adequately and properly manage (iii) of Section 7.19(b); provided, that (A) the Olympus Sellers shall inform Purchaser in a timely manner and in reasonable detail about the conduct of such Tax Contest or Proceeding; (iiiB) an event has occurred during such Tax Contest that could adversely affect HII the Olympus Sellers shall consider in good faith any material respect. (c) SpinCo shall have the exclusive right reasonable comments provided by Purchaser with respect to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Proceeding; (C) the relevant Taxing Authority with respect theretoOlympus Sellers shall not, and, with respect to Tax Contests under clause without Purchaser’s consent (iii) above, SpinCo which consent shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the amount that may be deducted from the Olympus Deferred Amount held in the Olympus Escrow Account pursuant to Section 7.19(b); and (D) the Olympus Sellers shall not be entitled to take any action or make any omission pursuant to this Section 7.19(d)(iii) if to do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iv) Purchaser shall have the sole right to control, at its own expense, any Tax Proceeding involving the Transferred Entities (other than any Tax Proceeding described in Section 7.19(d)(ii) or Section 7.19(d)(iii)); provided, that in the case of any Tax Proceeding for which any Seller could be liable pursuant to this Section 7.19, (A) Purchaser shall inform Sellers in a timely manner and in reasonable detail about the conduct of such Tax Proceeding; (B) Purchaser shall consider in good faith any reasonable comments provided by Sellers with respect to the conduct of such Tax Proceeding; and (C) Purchaser shall not, without Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to give rise to a liability for indemnification pursuant to this Section 7.19. (v) Notwithstanding anything to the contrary in this Agreement, Sellers shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of any of the Sellers or any of their respective Subsidiaries (other than the Transferred Entities); and (B) any Tax Return of a consolidated, combined or unitary group that includes any Seller or any of its Subsidiaries (other than a Transferred Entity), on the one hand, and any Transferred Entity, on the other hand.

Tax Contests. (ai) HII or SpinCoIf any Taxing Authority asserts a Tax Claim, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected then the party to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party Agreement first receiving notice of such Tax Contest and thereafter Claim shall promptly forward or make available provide written notice thereof to the Indemnifying Party copies of notices and communications relating other party or parties to this Agreement; provided, that the relevant portions failure of such Tax Contest. A failure by an Indemnitee party to give such prompt notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification other party of any of its obligations under this AgreementSection 9.02, except to the extent that the Indemnifying Party shall have been other party is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim to the extent such detail is specified by a Taxing Authority, and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (bii) HII In the case of a Tax Proceeding of or with respect to a Transferred Entity for any Pre-Closing Tax Period (other than a Tax Proceeding described in Section 5.15(d)(iii) or Section 5.15(d)(iv)), the Sellers shall have the exclusive right to control the conduct and settlement of any such Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) Proceeding at HII’s electiontheir own expense; provided, that may (A) the Sellers shall provide the Buyers with a timely and reasonably be expected to materially affect amounts for which both HII detailed account of each material development of such Tax Proceeding and SpinCo are liable under Article II; provided that SpinCo (B) the Sellers shall have the rightnot settle, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of compromise or abandon any such Tax Contest, HII Proceeding without obtaining the prior written consent of the Buyers (which consent shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of The Sellers may elect in writing not to control any Tax Proceeding that the Sellers otherwise have the right to control pursuant to the preceding sentence. If the Sellers make such election with respect to a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII Proceeding, the Buyers shall have the right and obligation to assume control conduct such Tax Proceeding, and the provisions of Section 5.15(d)(iii) shall apply, mutatis mutandis, with respect to such Tax Proceeding. (iii) In the case of a Tax Proceeding of or with respect to a Transferred Entity for any Straddle Period or otherwise involving both Taxes that are the responsibility of the Buyers and Taxes that are the responsibility of the Sellers pursuant to this Agreement (other than a Tax Proceeding described in Section 5.15(d)(iv)), the Buyers shall have the right and obligation to conduct, at their own expense, such Tax Proceeding; provided, that (A) the Buyers shall provide the Sellers with a timely and reasonably detailed account of each material development of such Tax Proceeding, (B) the Buyers shall consult with the Sellers before taking any significant action in connection with such Tax Proceeding, (C) the Buyers shall consult with the Sellers and offer the Sellers an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) the Sellers shall be entitled to participate in such Tax Proceeding at their own expense and attend any meetings or conferences (including phone conferences) with the relevant Taxing Authority, and (E) the Buyers shall not settle, compromise or abandon any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments Proceeding without obtaining the expected Tax liability exposure of any member prior written consent of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest Sellers, which consent shall not be unreasonably withheld, conditioned or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectdelayed. (civ) SpinCo Notwithstanding anything to the contrary in this Agreement, the Seller Group shall have the exclusive right to control in all respects, and neither the conduct and settlement Buyers nor any of their Subsidiaries or Affiliates shall be entitled to participate in, any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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, Proceeding with respect to (A) any Taxes or Tax Contests under clause Return of the Sellers or any of their Subsidiaries or Affiliates (iiiother than the Transferred Entities); and (B) above, SpinCo shall not settle any such Taxes or Tax Contest without the consent Return of HII any Sellers Consolidated Group (not to be unreasonably withheld, conditioned or delayedincluding any Combined Tax Return).

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. 1 NTD: To be updated to reflect the Euro-to-U.S. dollar exchange rate determined by HII as of a date within two business days prior to the Distribution Date. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that provided, that, HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days Purchaser and SFX shall promptly notify Xxxx and Polk upon receipt of becoming aware notice of any Tax Contest (including audit or any proposed assessment relating to a Transaction Tax Contest) that Company if such audit or proposed assessment could reasonably be expected give rise to cause the other Party a claim against Xxxx and Xxxx for indemnification pursuant to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest Section 9.8 and shall thereafter promptly forward or make available to the Indemnifying Party Xxxx and Polk copies of notices any communications received from or sent to any taxing authority by Purchaser and communications relating to SFX or either Company in connection with any such audit or proceeding (a "Proceeding"); provided, however, that the relevant portions failure of such Tax Contest. A failure by an Indemnitee Purchaser and SFX to give Xxxx and Xxxx such prompt notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) communications as required herein shall not relieve the Indemnifying Party’s indemnification Xxxx and Polk of any obligations under this AgreementSection 9.8, except to the extent that the Indemnifying Party shall have been Xxxx and Xxxx are actually prejudiced by such failurethereby. (b) HII In the case of any Proceeding with respect to a Company, the Controlling Party shall have the exclusive right be entitled to control appoint as lead counsel any legal counsel of its choice and shall control, at its expense, the conduct and settlement of the Proceeding; provided, however, that in the case of any Tax Contest (including a Transaction Tax Contest) such Proceeding, (i) that relates solely the Controlling Party shall provide the Noncontrolling Party with a timely and reasonably detailed account of each stage of such Proceeding and a copy of the portions of all documents relating to such Proceeding which are relevant to any Tax for which the Noncontrolling Party may be required to indemnify or primarily to Taxes that are the responsibility of HII pursuant to Article IImay otherwise be liable, (ii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with such Proceeding that relates to might adversely affect the “net tax liability” of HII under Section 965(h)(6)(A)Noncontrolling Party, or (iii) at HII’s election, that may reasonably be expected the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party an opportunity to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of comment before submitting any Tax Contest HII elects to control under clause (iii) above, but only written materials prepared or furnished in connection with such Proceeding (including, to the extent practicable, any documents furnished to the applicable taxing authority in connection with any discovery request) to the extent such materials concern matters relating in such Proceeding that could adversely affect the Noncontrolling Party, (iv) the Controlling Party shall defend such Proceeding diligently and in good faith as if the Controlling Party were the only party in interest in connection with such Proceeding and the Noncontrolling Party shall reasonably facilitate to potential material liability of a member the SpinCo Groupextent requested by the Controlling Party, andand shall not impede, if SpinCo would have liability for a material amount of Taxes as a result of such Proceeding, (v) the proposed settlement Controlling Party shall not (except in the case of any Proceeding with respect to a Pre-Closing Period that ends prior to the Closing Date if Xxxx and Polk are the Controlling Party) settle, compromise or abandon any such Tax ContestProceeding without obtaining the prior written consent, HII which consent shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned of the Noncontrolling Party if such settlement, compromise or delayed). HII abandonment might have an adverse impact on the Noncontrolling Party; (vi) in the event that Xxxx and Xxxx have elected to appoint SFX and Purchaser as the Controlling Party pursuant to the proviso in Section 9.8(c)(ii)(A) and if SFX and Purchaser lose such Proceeding, Xxxx and Polk shall reimburse SFX and Purchaser for 90 percent of the out-of-pocket costs incurred by SFX and Purchaser in connection with such Proceeding (to the extent such costs are properly attributable to the Tax in connection with such Proceeding for which Xxxx and Xxxx are responsible hereunder) but not in excess of 20 percent of the amount of the Tax for which Xxxx and Polk are responsible in connection with such Proceeding; (vii) notwithstanding any other provision, SFX and Purchaser shall bear any cost in connection with a Proceeding to the extent such cost is properly attributable to the Tax in connection with such Proceeding for which SFX and Purchaser are responsible pursuant to Section 9.7 and (viii) in the event Xxxx and Xxxx are acting as the Controlling Party, they shall promptly notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control Purchaser and SFX of any such Tax Contest issue raised in connection with an audit for which Xxxx and Polk will not be liable if the contest shall prove unsuccessful and shall offer SFX and Purchaser the opportunity to settle, compromise and/or concede such Tax Contest, if HII participate fully in the Proceeding to the extent the Proceeding relates to the issues for which Sellers will not be liable. In the event that the Noncontrolling Party reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely to Taxes that are the responsibility of SpinCo withholds consent pursuant to Article II, (ii) that could not reasonably be expected to materially affect amounts for which HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iiiv) above, SpinCo the Noncontrolling Party may assume the defense of the Proceeding at its expense and the Controlling Party's liability with respect thereto shall not settle any such Tax Contest without exceed the consent amount of HII (not to be unreasonably withheld, conditioned or delayed)liability that the Controlling Party would have had under the proposed settlement.

Tax Contests. Buyer and the Companies agree to give written notice to the Seller of the receipt of any notice by Buyer, any Company or any of its or their respective Affiliates which involves the assertion of any Tax matter that (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could would reasonably be expected to cause the other Party to have result in an indemnification obligation under claim by Buyer Indemnities against the Seller pursuant to this AgreementAgreement or (b) would result in any one or more of the Mergers failing to qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code (each being a “Tax Contest”), notify the other Party in each case, within ten (10) Business Days of receipt of such Tax Contest and thereafter promptly forward or make available to notice; provided, that the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give such notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve affect the Indemnifying Party’s indemnification obligations under this Agreement, provided hereunder except to the extent that the Indemnifying Party shall have indemnifying party has been actually materially prejudiced by as a result of such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates . Notwithstanding anything herein to the “net tax liability” of HII under Section 965(h)(6)(A)contrary, or (iii) at HII’s electionincluding Article X, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo the Seller shall have the right, at its sole expensebut not the obligation, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle unless such Tax Contest without is with respect to a Straddle Period, in which case Buyer shall have the consent of SpinCo (right, but not to be unreasonably withheldthe obligation, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII in either case, the non-controlling Party shall be kept fully informed by the controlling Party, the controlling Party shall consult with the non-controlling Party in good faith, the non-controlling Party shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede participate in such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments and the expected Tax liability exposure of any member of the Honeywell Group resulting from Party controlling such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage will obtain the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the prior written consent of HII the non-controlling Party (which consent will not to be unreasonably withheld, conditioned delayed, or delayed)conditioned) before entering into any settlement of a claim or ceasing to defend such claim.

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware Each Party that may be entitled to indemnification (an "Indemnified Party") will provide prompt notice to the other Parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Indemnified Party becomes aware related to Taxes for Tax periods for which the Indemnified Party is indemnified pursuant to Section 2.1. Such notice will contain factual information (including to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an Indemnified Party has knowledge of an asserted Tax liability with respect to a Transaction Tax Contestmatter for which such party is to be indemnified under Section 2.1 and such Indemnified Party fails to give the indemnifying party (the "Indemnifying Party") that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party prompt notice of such asserted Tax Contest and thereafter promptly forward or make available to liability, then (i) if the Indemnifying Party copies of notices and communications relating to is precluded from contesting the relevant portions of such asserted Tax Contest. A failure by an Indemnitee to give notice as provided liability in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes forum as a result of the proposed settlement failure to give prompt notice, the Indemnifying Party will have no obligation to indemnify the Indemnified Party for any Taxes arising out of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected asserted Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; and (ii) SpinCo has failed if the Indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but if such failure to adequately and properly manage give prompt notice results in a monetary detriment to the conduct Indemnifying Party, then any amount which the Indemnifying Party is otherwise required to pay the Indemnified Party pursuant to this Agreement will be reduced by the amount of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectdetriment. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) HII or SpinCoIf any Taxing Authority asserts a Tax Claim, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause then the other Party to have an indemnification obligation under this Agreement, notify the other Party Agreement first receiving notice of such Tax Contest and thereafter Claim promptly forward or make available will provide written notice thereof to the Indemnifying Party copies of notices and communications relating other Parties to this Agreement; provided, however, that the relevant portions failure of such Tax Contest. A failure by an Indemnitee Party to give such prompt notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall will not relieve the Indemnifying Party’s indemnification other Parties of any of their obligations under this AgreementARTICLE XI, except to the extent that the Indemnifying Party shall have been other Parties are actually prejudiced by such failuredelay. Such notice will specify in reasonable detail the basis for such Tax Claim and will include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) HII shall Seller will have the exclusive right to control 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 the conduct and settlement Business for any taxable period that ends on or before the Closing Date. (c) In the case of any a Tax Contest (including Proceeding for a Transaction Straddle Period of the Business, the Controlling Party will have the right to control, at its own expense, such Tax Contest) Proceeding; provided, however, that (i) that relates solely the Non-Controlling Party will 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 primarily to Taxes that are the responsibility any of HII pursuant to Article II, its Affiliates and (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A)Controlling Party will not settle, compromise or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of abandon any such Tax ContestProceeding without obtaining the prior written consent, HII shall which consent will not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respectNon-Controlling Party. (d) The Controlling Party will indemnify and hold the Non-Controlling Party, its Affiliates and their respective officers, directors, employees and agents, harmless from any Taxes (and any related costs imposed by a court or other tribunal) arising out of or resulting from the Controlling Party’s failure to comply with its obligations under clauses (b) or (c) SpinCo shall have of this Section 11.4 as the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests and case may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed)be.

Tax Contests. (ai) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware If any Tax Authority asserts a Tax Claim in respect of any Tax Contest described in clauses (including i), (ii) and (iii) of Section 7.19(a) or clauses (i), (ii) and (iii) of Section 7.19(b), then a Transaction Party to this Agreement first receiving notice of such Tax Contest) that could reasonably be expected Claim promptly shall provide written notice thereof to cause the other Party or Parties to have an indemnification obligation under this Agreement; provided, notify that the failure of such Party to give such prompt notice shall not affect the rights of such Party or relieve any other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies any of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification its obligations under this AgreementSection 7.19, except to the extent that the Indemnifying other Party shall have been is actually prejudiced by thereby. Such notice shall specify in reasonable detail the basis for such failureTax Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. (bii) HII While the indemnities in Section 7.19(a) remain in effect, the Everest Sellers shall have the exclusive sole right to control the conduct and settlement of any Tax Contest (including a Transaction Proceeding to the extent that it relates to any Tax Contest) that is an Excluded Tax described in clauses (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II), (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or and (iii) at HII’s electionof Section 7.19(a); provided, that may reasonably be expected to materially affect amounts for which both HII (A) the Everest Sellers shall inform Purchaser in a timely manner and SpinCo are liable under Article II; provided that SpinCo shall have in reasonable detail about the right, at its sole expense, to participate in and advise on all aspects conduct of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax ContestProceeding; (B) the Everest Sellers shall consider in good faith any reasonable comments provided by Purchaser with respect to the conduct of such Tax Proceeding; (C) the Everest Sellers shall not, HII without Purchaser’s consent (which consent shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII , agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the Tax liability of any Purchaser Tax Indemnitee (taking into account Sellers’ indemnification obligations under this Agreement); and (D) the Everest Sellers shall notify SpinCo within 10 days of becoming aware of a Tax Contest under not be entitled to take any action or make any omission pursuant to this Section 3.03(b)(iii7.19(d)(ii) if HII does not elect to control such Tax Contest; provided that HII do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iii) While the Olympus Deferred Cash Amount (or any part thereof) continues to be held in the Olympus Escrow Account, the Olympus Sellers shall have the sole right to assume control of any such Tax Contest and Proceeding to settle, compromise and/or concede such the extent that it relates to any Tax Contest, if HII reasonably determines that is an Excluded Tax described in clauses (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; ), (ii) SpinCo has failed to adequately and properly manage (iii) of Section 7.19(b); provided, that (A) the Olympus Sellers shall inform Purchaser in a timely manner and in reasonable detail about the conduct of such Tax Contest or Proceeding; (iiiB) an event has occurred during such Tax Contest that could adversely affect HII the Olympus Sellers shall consider in good faith any material respect. (c) SpinCo shall have the exclusive right reasonable comments provided by Purchaser with respect to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII 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 Proceeding; (C) the relevant Taxing Authority with respect theretoOlympus Sellers shall not, and, with respect to Tax Contests under clause without Purchaser’s consent (iii) above, SpinCo which consent shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the amount that may be deducted from the Olympus Deferred Cash Amount held in the Olympus Escrow Account pursuant to Section 7.19(b); and (D) the Olympus Sellers shall not be entitled to take any action or make any omission pursuant to this Section 7.19(d)(iii) if to do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iv) Purchaser shall have the sole right to control, at its own expense, any Tax Proceeding involving the Transferred Entities (other than any Tax Proceeding described in Section 7.19(d)(ii) or Section 7.19(d)(iii)); provided, that in the case of any Tax Proceeding for which any Seller could be liable pursuant to this Section 7.19, (A) Purchaser shall inform Sellers in a timely manner and in reasonable detail about the conduct of such Tax Proceeding; (B) Purchaser shall consider in good faith any reasonable comments provided by Sellers with respect to the conduct of such Tax Proceeding; and (C) Purchaser shall not, without Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to give rise to a liability for indemnification pursuant to this Section 7.19. (v) Notwithstanding anything to the contrary in this Agreement, Sellers shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of any of the Sellers or any of their respective Subsidiaries (other than the Transferred Entities); and (B) any Tax Return of a consolidated, combined or unitary group that includes any Seller or any of its Subsidiaries (other than a Transferred Entity), on the one hand, and any Transferred Entity, on the other hand.

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of If any Tax Contest (including a Transaction Tax Contest) that could reasonably party to this Agreement receives any written notice from any taxing authority proposing an adjustment to any tax for which any other party hereto may be expected obligated to cause the other Party to have an indemnification obligation indemnify under this Agreement, notify the other Party of within ten business days thereafter such Tax Contest and thereafter promptly forward or make available party shall give to the Indemnifying Party copies others written notice thereof that describes such proposed adjustment in reasonable detail, and shall indicate the amount (estimated, if necessary) of notices and communications relating to the relevant portions of such Tax Contestincrease in tax that may be suffered by Buyer, Sellers or PNIC, as the case may be. A The failure by an Indemnitee to give notice as provided in pursuant to this Section 3.03(a) (or to promptly forward any such notices or communications) 10.7(h), however, shall not relieve reduce the Indemnifying Party’s indemnification obligations under this Agreementof a party hereunder unless, except and then only to the extent that extent, such failure prejudices the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result rights of the proposed settlement of any other party to contest such Tax Contesttax adjustment. Each Seller, HII including its duly appointed representatives, shall not settle such Tax Contest without the consent of SpinCo be responsible for defending against (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII and shall have the right to assume control of negotiate, resolve, settle or contest) any such Tax Contest and to settleclaim for taxes imposed on PNIC made by any taxing authority for any taxable period, compromise and/or concede such Tax Contestor portion thereof, if HII reasonably determines ending on or before the Closing Date; provided, however, that (i) as a result of subsequent developments the expected Tax liability exposure of any member Sellers shall keep Buyer advised of the Honeywell Group resulting from such Tax Contest has materially increased; status (iiand any change in status) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction 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 HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests claims and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not resolve or settle any such Tax Contest claim for taxes without the consent of HII (Buyer, which consent shall not to be unreasonably withheld, conditioned provided that if resolution or delayed)settlement will result in any adverse tax or other economic consequence to either Buyer or PNIC, such failure to give consent shall not be deemed unreasonable hereunder.

Tax Contests. (ai) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware Each Indemnified Party will provide prompt notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which the Indemnified Party becomes aware related to Taxes for Tax periods for which the Indemnified Party is indemnified pursuant to Sections 8.1 and 8.2. Such notice will contain factual information (including to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an Indemnified Party has knowledge of an asserted Tax liability with respect to a Transaction Tax Contest) that could reasonably matter for which such party is to be expected indemnified under Sections 8.1 and 8.2 and such Indemnified Party fails to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to give the Indemnifying Party copies of notices and communications relating to the relevant portions prompt notice of such asserted Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(aliability, then (A) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that if the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have is precluded from contesting the exclusive right to control the conduct and settlement of asserted Tax liability in any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes forum as a result of the proposed settlement failure to give prompt notice, the Indemnifying Party will have no obligation to indemnify the Indemnified Party for any Taxes arising out of any such asserted Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo liability and (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iiiB) if HII does the Indemnifying Party is not elect to control such Tax Contest; provided that HII shall have precluded from contesting the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected asserted Tax liability exposure in any forum, but if such failure to give prompt notice results in a monetary detriment to the Indemnifying Party, then any amount which the Indemnifying Party is otherwise required to pay the Indemnified Party pursuant to this Agreement will be reduced by the amount of any member of the Honeywell Group resulting from such Tax Contest has materially increased; detriment. (ii) SpinCo has failed to adequately Each party will have full responsibility and properly manage the conduct of such Tax Contest discretion in handling, settling or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect. (c) SpinCo shall have the exclusive right to control the conduct and settlement of contesting any Tax Contest (including involving a Transaction Tax Contest) (i) that relates solely to Taxes that are the responsibility of SpinCo for which it is liable pursuant to Article II, (ii) that could not reasonably be expected to materially affect amounts for which HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the right, at its sole expense, to participate in Sections 8.1 and advise on all aspects 8.2 of such Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed)this Agreement.