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. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest (including a Transaction of which the Tax Contest) that could reasonably be expected Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to cause the other Party to have an indemnification obligation under this Agreement; provided, notify the other Party of such Tax Contest and thereafter promptly forward however, that any delay 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 such prompt written notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall will not relieve affect the Indemnifying Partyindemnifying party’s indemnification obligations under this Agreement, Agreement except to the extent that the Indemnifying Party shall have been actually indemnifying party’s defense of such Tax Contests is adversely prejudiced by such failuredelay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (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. (b) HII shall have Each of Parent and PRIVCO will promptly notify the exclusive right other in writing if it obtains knowledge that any Tax Authority has begun to control investigate or inquire into the conduct Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and settlement whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (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 Contest (including a Transaction Tax Contest) Authority in respect of any such matters. Each of the parties will (i) that relates solely consult with the other from time to time as to the conduct of such investigation or primarily to Taxes that are the responsibility of HII pursuant to Article IIinquiry, (ii) that relates to provide the “net tax liability” other with copies of HII under Section 965(h)(6)(A), all correspondence provided on its behalf (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 behalf of any member of the Honeywell Group resulting from Parent or PRIVCO) to such Tax Contest has materially increased; (ii) SpinCo has failed Authority with respect to adequately such investigation or inquiry, and properly manage the conduct of such Tax Contest or (iii) an event has occurred during arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Contest that could adversely affect HII in any material respectAuthority pertaining to such investigation or inquiry. (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 Notices. Each party shall provide prompt notice to the other party of any pending or threatened Tax audit, assessment or proceeding or other 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 which it becomes aware 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 Taxes for which it is or primarily to Taxes that are may be indemnified by the responsibility of HII pursuant to Article IIother party hereunder, (ii) that relates to the “net tax liability” qualification of HII the Reorganization as a tax-free transaction described under Section 965(h)(6)(A)368(a)(1)(F) of the Code, (iii) the qualification of the Internal Contribution and the Internal Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code, or (iv) the qualification of the External Contribution and the External Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents (or applicable portions thereof) received from any Tax Authority in respect of any such matters. If (i) an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder, (ii) such party fails to give the indemnifying party prompt notice of such asserted Tax liability, and (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 indemnifying party has the right, at its sole expensepursuant to Section 7.2(a), to participate in and advise on all aspects of any control the Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material such Tax liability, then (x) if the indemnifying party is precluded from contesting the asserted Tax liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of such failure to give prompt notice, the proposed settlement indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of any such asserted Tax Contestliability, HII shall not settle such Tax Contest without the consent of SpinCo 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)(iiiy) if HII does the indemnifying party is not elect precluded from contesting the asserted Tax liability, but such failure to control such Tax Contest; provided that HII 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 shall have be reduced by 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 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 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, within 10 business days of becoming aware Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest (including a Transaction of which the Tax Contest) that could reasonably be expected Indemnified Party becomes aware for which the Tax Indemnified Party is indemnified pursuant to cause the other Party to have an indemnification obligation under this Agreement; provided, notify the other Party of such Tax Contest and thereafter promptly forward however, that any delay 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 such prompt written notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall will not relieve affect the Indemnifying Partyindemnifying party’s indemnification obligations under this Agreement, Agreement except to the extent that the Indemnifying Party shall have been actually indemnifying party’s defense of such Tax Contests is adversely prejudiced by such failuredelay. Written notice provided pursuant to this Section 3.6(a) will contain factual information (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. (b) HII shall have Each of Parent and H▇▇▇▇▇▇▇ Beach will promptly notify the exclusive right other in writing if it obtains knowledge that any Tax Authority has begun to control investigate or inquire into the conduct Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and settlement whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (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 Contest (including a Transaction Tax Contest) Authority in respect of any such matters. Each of the parties will 9 (i) that relates solely consult with the other from time to time as to the conduct of such investigation or primarily to Taxes that are the responsibility of HII pursuant to Article IIinquiry, (ii) that relates to provide the “net tax liability” other with copies of HII under Section 965(h)(6)(A), all correspondence provided on its behalf (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 behalf of any member of the Honeywell Parent Group resulting from or the H▇▇▇▇▇▇▇ Beach Group) to such Tax Contest has materially increased; (ii) SpinCo has failed Authority with respect to adequately such investigation or inquiry, and properly manage the conduct of such Tax Contest or (iii) an event has occurred during arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Contest that could adversely affect HII in any material respectAuthority pertaining to such investigation or inquiry. (c) SpinCo shall Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the exclusive Tax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of the Indemnified Liability is to be made to the Tax Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to control defer payment beyond the conduct due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or H▇▇▇▇▇▇▇ Beach Group, as applicable, receive a refund in respect of amounts paid by the indemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, or paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any member of the Parent Group or H▇▇▇▇▇▇▇ Beach Group, as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and settlement of H▇▇▇▇▇▇▇ Beach will reasonably cooperate with one another in a timely manner in any Tax Contest involving any matter that may result in an Indemnified Liability. Parent and H▇▇▇▇▇▇▇ Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (including a Transaction without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Contest) (i) that relates solely . The party requesting or otherwise entitled to Taxes that are the responsibility of SpinCo any books, records, information, officers or employees pursuant to Article IIthis Section 3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, (iiemployee benefits and general overhead) that could not reasonably be expected to materially affect amounts for which HII is liable under Article IIincurred in connection with providing such books, records, information, officers 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)employees.

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. (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. Buyer, on the one hand, and the Representative, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiry, claim, assessment, audit or similar event with respect to Taxes of the Company or any of its Subsidiaries allocable to a Pre-Closing Tax Period or with respect to Taxes of the Company or any of its Subsidiaries for which Buyer or any of its Affiliates may be entitled to indemnification under this Agreement (a) HII any such inquiry, claim, assessment, audit or SpinCosimilar event, as applicable, shall, within 10 business days of becoming aware 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 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, such other party of any liability with respect to such Tax Contests except to the extent that the Indemnifying Party shall have been such other party was actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including as 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 rightresult thereof. Buyer shall, at its sole expensecost and expense (subject to the Contributing Securityholders’ indemnification obligations under Section 9.2), have sole control of the conduct of such Tax Contests, including any settlement or compromise thereof; provided, however, that Buyer shall keep the Representative informed of the progress of any issues in such Tax Contest for which the Contributing Securityholders have liability under this Agreement (including providing the Representative copies of all written correspondence and other documents relevant to such issues in such Tax Contest), provide the Representative with the right to participate in and advise on all aspects of any such issues in such Tax Contest HII elects to control under clause (iii) aboveat the Contributing Securityholders’ expense, 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 and shall not settle or compromise any such issues in such Tax Contest without the Representative’s prior written consent, which consent of SpinCo (shall 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 In the right to assume control event of any such Tax Contest conflict or overlap between the provisions of this Section 7.7(e) and to settleArticle 9, compromise and/or concede such Tax Contest, if HII reasonably determines that (ithe provisions of this Section 7.7(e) 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 respectshall control. (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. (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 SpinCo, as applicable, shall, The Parties shall notify each other within 10 twenty (20) business days after receipt by it or any of becoming aware its Affiliates of written notice of any pending U.S. federal, state, local or foreign Tax Contest (including a Transaction Tax Contest) that could reasonably be expected audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to cause any Company Indemnified Taxes or SpinCo Indemnified Taxes for which the other Party to have an indemnification obligation under this Agreementcould be responsible hereunder (a “Tax Claim”); provided, notify however, that 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 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 Parties of any of its obligations under this AgreementSection 5.7, except to the extent that the Indemnifying other Party shall have been 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 any Governmental Authority. (b) HII shall The Company will have the exclusive right to control the conduct and settlement of control, at its own expense, any Tax Contest Claim that relates to a Company Prepared Return (including a Transaction Tax Contest) “Company Controlled Claim”); provided, however, that to the extent such Company Controlled Claim that could reasonably be expected to result in SpinCo becoming responsible for a payment pursuant to Section 5.6(b), the Company shall (i) that relates solely or primarily keep SpinCo reasonably informed of material developments with respect to Taxes that are the responsibility of HII pursuant to Article IIsuch Company Controlled Claim, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), consult with SpinCo before taking any significant or material action in connection with such Company Controlled Claim and (iii) at HII’s election, that may to the extent such Company Controlled Claim is reasonably be expected to materially affect amounts for which both HII and SpinCo give rise to Taxes of SpinCo, its Subsidiaries, or their Affiliates that are liable under Article II; provided that SpinCo shall have the rightnot Company Indemnified Taxes, at its sole expensenot settle, 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 shall not settle such Tax Contest Company Controlled Claim without obtaining the prior written 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). (c) SpinCo will have the right to control, at its own expense, any Tax Claim that relates to a SpinCo Prepared Return (a “SpinCo Controlled Claim”); provided, however, that to the extent such Company Controlled Claim that could reasonably be expected to result in the Company becoming responsible for a payment pursuant to Section 5.6(b), SpinCo shall (i) keep the Company reasonably informed of material developments with respect to such SpinCo Controlled Claim, (ii) consult with the Company before taking any significant or material action in connection with such SpinCo Controlled Claim and (iii) to the extent such SpinCo Controlled Claim is reasonably expected to give rise to Taxes of the Company, Subsidiaries, or their Affiliates that are not SpinCo Indemnified Taxes, not settle, compromise or abandon any such SpinCo Controlled Claim without obtaining the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). (d) 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. (e) 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. Each Party shall promptly notify the other Party in writing upon receipt by such Party or any of its Affiliates of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (aa “Tax Contest”) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware concerning any Taxes for which the other Party may be liable pursuant to this Agreement. In the case of any Tax Contest relating to ANV Taxes that is undertaken against a member of the ATUS Group, ATUS shall (including a Transaction i) use reasonable best efforts to keep ANV informed regarding the progress and substantive aspects of such Tax Contest, (ii) offer ANV a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Contest, and allow ANV to participate in any related meeting or telephonic conference with the applicable Taxing Authority and (iii) not settle or otherwise dispose of any item subject to such Tax Contest that could reasonably be expected to cause adversely affect the other Party to have an indemnification obligation under this AgreementANV Group without obtaining the prior written consent of ANV, 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) which consent 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 In the case of becoming aware of a any Tax Contest under Section 3.03(b)(iiirelating to ATUS Taxes that is undertaken against a member of the ANV Group, ANV shall (i) if HII does not elect use reasonable best efforts to control such Tax Contest; provided that HII shall have keep ATUS informed regarding the right to assume control progress and substantive aspects 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 offer ATUS a reasonable opportunity to adequately and properly manage the conduct of comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Contest Contest, and allow ATUS to participate in any related meeting or telephonic conference with the applicable Taxing Authority and (iii) an event has occurred during not settle or otherwise dispose of any item subject to 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 adversely affect amounts for the ATUS Group without obtaining the prior written consent of ATUS, 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 consent shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

Tax Contests. (a) HII RemainCo or SpinCo, as applicable, shall, within 10 ten (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 liability for a material amount of Taxes or an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying other 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 RemainCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction other than the Tax Contest) (i) Contests that relates solely or primarily to Taxes that are the responsibility of HII SpinCo controls pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A3.03(c), 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 such 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 extent SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax ContestContest pursuant to Article II; provided, HII further, that RemainCo shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII For purposes of Section 3.03(a) and this Section 3.03(b), liability for a material amount of Taxes shall notify SpinCo within be an amount of liability that exceeds $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 respectmillion. (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 sole 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 RemainCo 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 thereto to the extent that such Tax Contests under clause (iii) aboverelate to a Pre-Distribution Tax Period; provided, further, that SpinCo shall not settle any such Tax Contest without the consent of HII RemainCo (such consent not to be unreasonably withheld, conditioned or delayed). (d) Notwithstanding anything herein to the contrary, RemainCo shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest, provided, that RemainCo shall not accept or enter into any settlement relating to any Transaction Tax to the extent that SpinCo is liable for such Transaction Tax pursuant to Section 2.02(c) without the consent of SpinCo (such consent not to be unreasonably withheld, conditioned or delayed).

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.

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 RemainCo or SpinCo, as applicable, shall, within 10 ten (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 liability for a material amount of Taxes or an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying other 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 RemainCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction other than the Tax Contest) (i) Contests that relates solely or primarily to Taxes that are the responsibility of HII SpinCo controls pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A3.03(c), 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 such 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 extent SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax ContestContest pursuant to Article II; provided, HII further, that RemainCo shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII For purposes of Section 3.03(a) and this Section 3.03(b), liability for a material amount of Taxes shall notify SpinCo within be an amount of liability that exceeds $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 respectmillion. (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 sole 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 RemainCo 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 thereto to the extent that such Tax Contests under clause (iii) aboverelate to a Pre-Distribution Tax Period; provided, further, that SpinCo shall not settle any such Tax Contest without the consent of HII RemainCo (such consent not to be unreasonably withheld, conditioned or delayed). (d) Notwithstanding anything herein to the contrary, RemainCo shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest, provided, that RemainCo shall not accept or enter into any settlement relating to any Transaction Tax to the extent that SpinCo is liable for such Transaction Tax pursuant to Section 2.02(b) without the consent of SpinCo (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Contests. If any Governmental Body issues to Buyer or any of its Affiliates (aincluding, after the Closing, the Company) HII (i) a notice of its intent to audit, examine, or SpinCoconduct a proceeding with respect to Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period or (ii) a notice of deficiency, as applicablea notice of its intent to assess a deficiency, shallor a notice of proposed adjustment concerning Taxes or Tax Returns of the Company for any Pre-Closing Tax Period (the items set forth in clauses (i) and (ii), each a “Tax Claim”), Buyer shall promptly notify the Representative in writing within 10 ten (10) business days of becoming aware the receipt by any such Person of any Tax Contest (including a Transaction Tax Contest) such communication; provided that could reasonably be expected the failure or delay to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party Representative of such a 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 Claim will not relieve the Indemnifying Party’s indemnification obligations Stockholders of any liability that they may have to Buyer under this Agreement, except to the extent that the Indemnifying Party shall have been actually Stockholders are materially prejudiced by B▇▇▇▇’s failure or delay to give such failure. (b) HII notice. The Representative 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 rightauthority, at its sole expensecost and expense and with counsel of its choice, to participate in control, defend, settle, and advise on all aspects of resolve any proceeding related to a Tax Contest HII elects to control under clause Claim (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”) that is with respect to a Pre-Closing Tax Period, HII shall not settle such Tax Contest without so long as the consent Representative provides written notice to Buyer 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 its intent to control such Tax Contest; Contest within thirty (30) days after receiving written notice from Buyer in accordance with the foregoing provisions of this Section 7.07 (the “30 Day Notice”), except that Buyer shall have the authority, at its sole cost and expense, to control, defend, settle, and resolve any Tax Contest relating to any Straddle Period of the Company, and any Tax Contest relating to any Pre-Closing Tax Period (other than a Straddle Period) with respect to which Representative has not provided that HII the 30 Day Notice in accordance with foregoing provisions of this Section 7.07. Each of Buyer and the Representative 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 participate in 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 Claim being controlled and defended against by 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, other at its sole expense. Notwithstanding anything to the contrary herein, to participate in and advise on all aspects of such Tax Contests and the Representative or the Buyer, as the case may coordinate discussions with the relevant Taxing Authority with respect theretobe, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not be entitled to settle or otherwise resolve, either administratively or after the commencement of litigation, any such Tax Contest or Tax Claim without the prior written consent of HII (Buyer or Representative, respectively, which consent will not to be unreasonably withheld, conditioned 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. 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).