Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxes. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

Tax Indemnification Procedures. (a) After If a claim (“Tax Indemnified Claim”) shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the “Tax Indemnified Party”), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the “Tax Indemnifying Party”) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of any amount due the Tax Indemnified Claim and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by time, including the indemnitee that payment selection of such amounts to counsel and experts and the appropriate Governmental Authority or other applicable third party is due by the indemniteeexecution of powers of attorney, provided that the indemnitor Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys’ and accountants’ fees and disbursements. The Tax Indemnified Party shall not be required to make any payment earlier than five of such claim for at least 30 days (5or such shorter period as may be required by applicable Law) Business Days before it is due after the giving of the notice required by Section 7.4(a), shall give to the appropriate Governmental Authority Tax Indemnifying Party any information reasonably requested related to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authorityc) or applicable third party (for this purpose, Taxes shall be due Subject to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until 7.4(b), the Tax Indemnified party shall only enter into a date no earlier than the date of a “final determination,” payment settlement of such contested Tax will not be considered due earlier than contest with the date applicable Taxing Authority or prosecute such contest to a “final determination” to such effect is made by such Tax authority or determination in a court. For this purpose, a “final determination” shall include a settlement, compromise, court or other agreement with tribunal or initial or appellate jurisdiction as instructed by the relevant Tax authorityIndemnifying Party. (d) If, whether contained in after actual receipt by the Tax Indemnified Party of an Internal Revenue Service Form 870 or other comparable form or otherwiseamount advanced by the Tax Indemnifying Party pursuant to this Section 7.4, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction that is not subject legal fees from such Taxing Authority, net of any Taxes as are required to appeal be paid by the Tax Indemnified Party with respect to such refund, interest or as legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to which the time for appeal has expiredany other Tax Items).

Tax Indemnification Procedures. (a) After Parent shall promptly notify the ClosingBuyer in writing upon receipt of notice of any pending Tax audits or assessments relating to the income, properties or operations of any Rodeo Entity. If a claim shall be made against the Buyer or any of their Affiliates by any Tax authority, which, if successful, would result in an indemnity payment to the Buyer or one of its Affiliates pursuant to Section 8.10(a) (a “Tax Claim”), the Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller Parent, in writing of any demandsuch Tax Claim stating the nature and basis of such Tax Claim and the amount thereof, claim or notice of to the commencement of an audit received extent known by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; the Buyer, provided, however, that a the failure to give provide such written notice will shall not affect Buyer’s rights to indemnification excuse Parent from any of its obligations under this Annex I, a Tax Claim except to the extent (and only to the extent) that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such TaxesParent is materially prejudiced thereby. (b) Payment by an indemnitor of With respect to any amount due Tax Claim that relates to an indemnitee under this Annex I a Pre-Closing Tax Period, Parent shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether control at its expense all proceedings taken in connection with a such Tax Return or Claim (including selection of counsel) but shall not, without the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part prior written approval of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller Buyer (which shall not be unreasonably withheld, delayed withheld or conditioneddelayed), if agree or consent to compromise or settle, either administratively or after the Contest is being controlled by Buyer) to pay (commencement of litigation, any issue or claim arising in whole or in part) the subject Taxes prior tosuch proceeding, or duringotherwise agree or consent to any Tax Liability, to the course extent that any such compromise, settlement, consent or agreement may increase the Tax Liability of such Contest). In Buyer or any of its Affiliates for any Tax period that ends after the Closing (or portion thereof in the case of a Straddle Period), unless Parent indemnifies the Buyer for the increase in Taxes resulting from such compromise, settlement, consent or agreement. Buyer shall have the right to consult with Parent regarding any audit or proceeding that could result in an increase to the Tax Liability of Buyer or any of its Affiliates for any Post-Closing Tax Period. (c) Buyer shall have the right to control the conduct of any Tax Claim that is contested relates to a Straddle Period. The Buyer shall control all proceedings taken in accordance connection with such Tax Claim (including selection of counsel) but shall not, without the provisions prior written approval of Section 3 of this Annex and for Parent (which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will shall not be considered due earlier than unreasonably withheld or delayed), agree or consent to compromise or settle, either administratively or after the date a “final determination” commencement of litigation, any issue or claim arising in such proceeding, or otherwise agree or consent to any Tax Liability, to the extent that any such effect is made by such Tax authority or a court. For this purposecompromise, a “final determination” shall include a settlement, consent or agreement may increase the Tax Liability of Parent, Rodeo or any of their Affiliates for any Pre-Closing Tax Period, unless the Buyer indemnifies Parent for the increase in Taxes resulting from such compromise, or other agreement with the relevant Tax authoritysettlement, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document consent or agreement, such as . Parent shall have the right to consult with Buyer regarding any audit or proceeding relating to a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredStraddle Period.

Tax Indemnification Procedures. (a) After the Closing, Buyer each party to this Agreement shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing within ten (10) days of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Taxing Authority or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 of this Annex IAgreement; provided, however, that a failure to give such notice will not affect Buyersuch other party’s rights to indemnification under this Annex IAgreement, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Taxing Authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I Agreement shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Taxing Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days business days before it is due to the appropriate Governmental Taxing Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 11.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Taxing Authority or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityTaxing Authority, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityTaxing Authority, an agreement contained in Internal Revenue Service IRS Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Section 11 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party.

Tax Indemnification Procedures. (a) After If a claim (“Tax Indemnified Claim”) shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the “Tax Indemnified Party”), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the “Tax Indemnifying Party”) calendar days) notify Seller in writing of any demand, claim or such fact. Failure to give notice of a Tax Claim to the commencement Tax Indemnifying Party within a sufficient period of an audit received by Buyer from time and in reasonably sufficient detail to allow the Tax Indemnifying Party to effectively contest such Tax Claim shall affect the liability of the Tax Indemnifying Party to any Governmental Authority or Tax Indemnified Party only to the extent that the Tax Indemnifying Party’s position is actually and materially prejudiced as a result thereof. (b) Seller shall control all proceedings taken in connection with any other Person with respect Tax Claim relating solely to Taxes of the Companies for which Parent or Seller a Pre-Closing Tax Period, and may be liable pursuant to Section 1 of this Annex Imake all decisions in connection with such Tax Claim; provided, however, that (A) each Buyer Party and counsel of its own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (B) Seller shall not settle any such Tax Claim without the prior written consent of Buyer Parties (not to be unreasonably withheld). The Seller and Buyer Parties shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies for a failure Straddle Period, and neither party shall settle any such Tax Claim without the prior written consent of the other party (not to give be unreasonably withheld); provided, however, that each Buyer Party and its Affiliates shall have sole control of any such notice will not affect Buyer’s rights Tax Claim arising with respect to indemnification under any Tax Return filed by any Buyer Party or an Affiliate on an affiliated, consolidated, combined or unitary group basis. Buyer Parties shall control all proceedings with respect to all other Tax Claims. (c) If, after actual receipt by the Tax Indemnified Party of an amount advanced by the Tax Indemnifying Party pursuant to this Annex ISection 7.4, except the extent of the liability of the Tax Indemnified Party with respect to the claim shall be established by a Final Determination, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxes. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice refund received by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice Indemnified Party with respect to which the period for filing a petition claim together with any interest received thereon from the applicable Taxing Authority and any recovery of legal fees from such Taxing Authority, net of any Taxes as are required to be paid by the Tax authority Indemnified Party with respect to such refund, interest or a court or legal fees (calculated at the relevant state, local or foreign tribunal has expired or a decision maximum applicable statutory rate of Tax in the year of recovery without regard to any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredother Tax Items).

Tax Indemnification Procedures. (a) After the Closing, Buyer Purchaser shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by a Tax Indemnified Buyer Party from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be is liable pursuant to Section 1 8.2 of this Annex IAgreement; provided, however, that a failure to give such notice will not affect Buyer’s the Tax Indemnified Buyer Parties’ rights to indemnification under this Annex IArticle VIII, except to the extent that Seller is prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor Seller of any amount due to an indemnitee a Tax Indemnified Buyer Party under Article VIII of this Annex I Agreement shall be made within twenty ten (2010) days following written notice by the indemnitee Tax Indemnified Buyer Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteeSeller, provided that the indemnitor Seller shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 8.4 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” Agreement, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VIII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. (d) Any payments required pursuant to this Article VIII that are not made within the time period specified in this Section 8.3 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer the Purchaser, on the one hand, and Seller, on the other hand, shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 10.2 of this Annex IAgreement; provided, however, that a failure to give such notice will not affect Buyersuch other party’s rights to indemnification under this Annex IArticle IX, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee under Article IX of this Annex I Agreement shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days business days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 10.4 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” Agreement, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an and agreement contained in Internal Revenue Service Form form 870-AD D or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article X shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. (d) Any payments required pursuant to this Article X that are not made within the time period specified in this Article shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer Parent shall promptly (and in any event within sixteen (16) calendar days) notify Seller the Sellers’ Representative in writing of any demand, claim or notice of the commencement of an audit received by Buyer Parent, the Company or one of its Subsidiaries from any Governmental Authority Entity or any other Person with respect to Taxes for which a Parent or Seller may be liable Indemnified Party is entitled to indemnification pursuant to Section 1 of this Annex I12.1; provided, however, that a failure to give such notice will not affect Buyer’s the Parent Indemnified Parties’ rights to indemnification under this Annex IArticle XII, except to the extent that any Seller Indemnified Parties are actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor Indemnifying Party of any amount due to an indemnitee Indemnified Party under this Annex I Article XII shall be made within twenty (20) 10 days following written notice by the indemnitee Indemnified Party that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemniteeIndemnified Party; provided, provided that the indemnitor Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 12.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Entity or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an agreement contained in Internal Revenue Service IRS Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. Notwithstanding the above, to the extent that the payment of a Pre-Closing Tax is required in order to contest the imposition of such Tax, such amount shall be satisfied from the Escrow and, to the extent such contest results in the Company receiving a refund of such Pre-Closing Tax or using such amount to satisfy a Tax liability of the Company for a Post-Closing Tax Period, such amount shall be (i) repaid to the Escrow in cash; (ii) if the Escrow has been released without being exhausted, paid in cash to the Sellers’ Representative on behalf of the Former Company Equityholders; or (iii) if the Escrow has been exhausted, retained by the Parent Indemnified Parties to the extent of any Damages for which they are entitled to indemnification under Article XI or Article XII and, to the extent of any excess, paid to Sellers’ Representative on behalf of the Former Company Equityholders. (c) All amounts required to be paid pursuant to this Article XII shall be paid reasonably promptly in immediately available funds by wire transfer to a bank account designated by the Indemnified Party.

Tax Indemnification Procedures. (a) After the Closing, Buyer each Party (whether Parent or Shareholders’ Representative, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority or any other Person with respect to Taxes for which Parent such other party is or Seller may could be liable pursuant to Section 1 of this Annex I13.1; provided, however, that a failure to give such notice will not affect Buyersuch other Party’s rights to indemnification under this Annex IArticle 13, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment Subject to Section 14.3(c) and Section 14.8, payment by an indemnitor of any amount due to an indemnitee under this Annex I Article 11 shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 13.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a courtcourt in accordance with the procedures in Section 13.3. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) Subject to Section 14.3(c) and Section 14.8, all amounts required to be paid pursuant to this Article 13 shall be paid in immediately available funds by wire transfer to a bank account designated by the indemnified party. (d) Any payments required pursuant to this Article 13 that are not made within the time period specified in this Section 13.3 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax. QB\136339.00047\18274478.12

Tax Indemnification Procedures. (ai) After the Closing, Buyer each party to this Agreement (whether the Purchaser or any Seller, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other parties in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority taxing authority or any other Person with respect to Taxes for which Parent such other party or Seller parties may be liable pursuant to Section 1 of this Annex I6.1(a) or 6.1(b); provided, however, that a failure to give such notice will not affect Buyersuch party’s rights to indemnification under this Annex IArticle VI, except to the extent that such other parties are actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any taxing authority or any other Person in respect of any such Taxesasserted Tax liability. (bii) Payment by an indemnitor of any amount due to an indemnitee in respect of Tax Losses under this Annex I Article VI shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority taxing authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) taxing authority or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 6.1(f), payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax taxing authority or a courtcourt of competent jurisdiction. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax taxing authority, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax taxing authority, an agreement contained in Internal Revenue Service Form 870-AD D or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. In the event the indemnitee receives a refund of the Tax after payment, the indemnitee shall promptly pay such refund to the indemnitor (including interest received, but net of Tax or other cost to the indemnitee of receiving such interest). (iii) All amounts required to be paid in respect of Tax Losses shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnitee. Any payments required in respect of Tax Losses that are not made within the time period specified in this Article VI shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer Parent shall promptly (and in any event within sixteen (16) calendar days) notify Seller the Stockholder Representative in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be the Company Stockholders are liable pursuant to Section 1 of this Annex I6.1; provided, however, that a failure to give such notice will not affect Buyer’s the Parent Indemnified Parties’ rights to indemnification under this Annex IArticle VI, except to the extent that the failure Company Stockholders are actually prejudiced thereby. Such notice shall contain factual information (to notify Seller adversely affects Parent, Seller, the extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax Liability. (b) Payment by an indemnitor the Company Stockholders of any amount due to an indemnitee the Parent Indemnified Parties under this Annex I Article VI shall be made within twenty ten (2010) days Business Days following written notice by the indemnitee a Parent Indemnified Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteea Parent Indemnified Party, provided provided, that the indemnitor Company Stockholders shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 6.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a courtcourt of competent jurisdiction. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an and agreement contained in Internal Revenue Service an IRS Form 870-AD D or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VI shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. In seeking indemnification under this Article VI against the Company Stockholders, the Parent Indemnified Parties shall first exercise their remedies with respect to the Escrow Fund pursuant to the Escrow Agreement and, if the Escrow Fund has been exhausted in full, with respect to the Company Stockholders in accordance with the terms hereof. (d) Any payments required pursuant to this Article VI that are not made within the time period specified in this Section 6.2 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax and, in the case of payments related to Taxes other than U.S. federal income Taxes, at a rate and in the manner provided under applicable Law for underpayments of such Tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer Triarc shall promptly (and in any event within sixteen (16) calendar days) notify Seller the RTM Representatives in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent or Seller may be RTMMC and the Members are liable pursuant to Section 1 of this Annex I7.01; providedPROVIDED, howeverHOWEVER, that a failure to give such notice will not affect Buyer’s the Triarc Indemnified Parties' rights to indemnification under this Annex IArticle VII, except to the extent that RTMMC and the failure Members are actually prejudiced thereby. Such notice shall contain factual information (to notify Seller adversely affects Parent, Seller, the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor RTMMC and the Members of any amount due to an indemnitee the Triarc Indemnified Parties under this Annex I Article VII shall be made within twenty (20) days ten Business Days following written notice by the indemnitee a Triarc Indemnified Party that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemniteea Triarc Indemnified Party, provided that RTMMC and the indemnitor Members shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 7.03, payment of such contested Tax will not be considered due earlier than the date a “"final determination” " to such effect is made by such Tax authority Governmental Entity or a courtcourt of competent jurisdiction. For this purpose, a “"final determination” " shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an and agreement contained in Internal Revenue Service an IRS Form 870-AD D or other comparable form, an agreement or other document that constitutes a “"determination” " under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. In seeking indemnification under this Article VII against RTMMC or the Members, the Triarc Indemnified Parties shall first exercise its remedies with respect to the RTM Escrow Fund pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted in full, with respect to RTMMC or the Members (individually or jointly) directly pursuant to this Agreement. (d) Any payments required pursuant to this Article VII that are not made within the time period specified in this Section 7.02 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax and, in the case of payments related to Taxes other than U.S. federal income Taxes, at a rate and in the manner provided under applicable Law for underpayments of such Tax.

Tax Indemnification Procedures. (ai) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered or sent to or commenced or initiated against any of the commencement of an audit received Insurance Agencies, Seller or Buyer by Buyer from any Governmental Authority or any other Person taxing authority with respect to Taxes for which Parent or Seller may be liable pursuant one party to Section 1 this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, that a the failure by any party to give notify another party promptly of any such notice will shall not affect Buyer’s rights to indemnification release the other party from its obligations under this Annex I, Section 3.05 in whole or in part except to the extent that the failure to notify Seller other party is materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (bii) Payment by an indemnitor Seller shall control all Tax Claims with respect to all Pre-Closing Periods, and Buyer agrees to cooperate reasonably with Seller in pursuing such contests. With respect to Tax Claims for which the Seller would be liable to indemnify Buyer, the Seller may, upon written notice to the Buyer (such written notice to be provided within the shorter of (i) forty-five (45) days after notice thereof has been given to the Seller and (ii) three (3) business days prior to the date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel and Buyer agrees to cooperate reasonably with the Seller in pursuing such contest. If the Seller elects to assume the defense of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts Tax Claim, notwithstanding anything to the appropriate Governmental Authority or other applicable third party is due by contrary contained herein, (a) the indemnitee, provided that the indemnitor Seller shall consult with Buyer and shall not be required enter into any settlement with respect to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a such Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeClaim without Buyer's prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed provided, however, that if such settlement could increase the Tax liability of Buyer or conditionedof any of the Insurance Agencies for any other taxable period, without the consent of Buyer; (b) the Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence and providing Buyer with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Seller to any tax authority); and (c) at its own cost and expense, if Buyer shall have the Contest is being right to participate in (but not to control) the defense of such Tax Claim. (iii) In connection with the contest of any Tax Claim that relates to (a) any Post-Closing Period, (b) any Straddle Period and (c) any Tax Claim that the Seller has the ability to control pursuant to Section 3.05(d)(ii) but does not timely elect to control pursuant to such section, such contest shall be controlled by Buyer, and the Seller agrees to cooperate reasonably with Buyer in pursuing such contest. In connection with any such contest that relates to (b) or (c) above, Buyer shall keep the Seller informed of all material developments and events relating to pay such Tax Claim and the Seller, at its own cost and expense, shall have the right to participate (including participation in whole or any relevant meetings) in part(but not control) the subject Taxes prior to, or during, the course defense of such Contest)Tax Claim. In the case of a Tax that is contested Claim described in accordance (b) or (c) above, the Buyer shall consult with the provisions of Section 3 of this Annex Seller and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will shall not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice enter into any settlement with respect to any such Tax Claim without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed. (iv) Notwithstanding anything to the period contrary contained herein, the procedure for filing a petition indemnification claims with the Tax authority regard to Taxes or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject otherwise brought pursuant to appeal or as to which the time for appeal has expiredthis Section 3.05 shall be governed exclusively by this Section 3.05.

Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether the Buyer or any Seller, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other parties in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority taxing authority or any other Person with respect to Taxes for which Parent or Seller such other parties may be liable pursuant to Section 1 of this Annex IArticle IX; provided, however, that a failure to give such notice will not affect Buyersuch party’s rights to indemnification under this Annex IArticle IX, except to the extent that such other parties are actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any taxing authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee in respect of Tax Losses under this Annex I Article IX shall be made within twenty (20) ten days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority taxing authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) taxing authority or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 10.8, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax taxing authority or a courtcourt of competent jurisdiction. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax taxing authority, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax taxing authority, an and agreement contained in Internal Revenue Service an IRS Form 870-AD 870 D or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. In the event the indemnitee receives a refund of the tax after payment, the indemnitee shall promptly pay such refund to the indemnitor (including interest but net of tax or other cost to the indemnitee or any Affiliate thereof of receiving such interest). (c) All amounts required to be paid in respect of Tax Losses pursuant to Article IX shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. (d) Any payments required in respect of Tax Losses pursuant to Article IX that are not made within the time period specified in this Article X shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer each party to this Agreement (whether Purchaser or Honeywell, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Taxing Authority or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 of this Annex I7.4; providedPROVIDED, howeverHOWEVER, that a failure to give such notice will not affect Buyer’s such other party's rights to indemnification under this Annex IArticle VII, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Taxing Authority or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee under Section 7.4 of this Annex I Agreement shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Taxing Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days business days before it is due to the appropriate Governmental Taxing Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 7.2, payment of such contested Tax will not be considered due earlier than the date a “"final determination” " to such effect is made by such Tax authority Taxing Authority or a court. For this purpose, a “"final determination” " shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityTaxing Authority, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityTaxing Authority, an and agreement contained in Internal Revenue Service IRS Form 870-AD D or other comparable form, an agreement or other document that constitutes a “"determination” " under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a tax court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. (d) Any payments required pursuant to this Article VII that are not made within the time period specified in this Section 7.5 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Tax Indemnification Procedures. (a) After If a claim shall be made by any Tax authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "TAX INDEMNIFYING PARTY") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnified Party shall take such action in connection with contesting such claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of any amount due to an indemnitee under this Annex I shall be made counsel and experts and the execution of powers of attorney; provided that (i) within twenty thirty (2030) days following written after the notice by the indemnitee described in Section 7.05(a) has been delivered (or such earlier date that any payment of such amounts to the appropriate Governmental Authority or other applicable third party Taxes is due by the indemniteeTax Indemnified Party but in no event sooner than five (5) days after the Tax Indemnifying Party's receipt of such notice), provided the Tax Indemnifying Party requests that such claim be contested, (ii) the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the indemnitor Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys' and accountants' fees and disbursements, and (iii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of such claim for at least thirty (30) days (or such shorter period as may be required by applicable law) after the giving of the notice required by Section 7.05(a), shall give to the Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (c) Subject to the provisions of Section 7.05(b), the Tax Indemnified Party shall only enter into a settlement of such contest with the applicable taxing authority or prosecute such contest to a determination in a court or other tribunal of initial or appellate jurisdiction as instructed by the Tax Indemnifying Party. (d) If, after actual receipt by the Tax Indemnified Party of an amount advanced by the Tax Indemnifying Party pursuant to Section 7.05(b)(iii), the extent of the liability of the Tax Indemnified Party with respect to the claim shall be established by the final judgment or decree of a court or other tribunal or a final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable taxing authority and any recovery of legal fees from such taxing authority, net of any Taxes as are required to be paid by the Tax Indemnified Party with respect to such refund, interest or legal fees. Notwithstanding the foregoing, the Tax Indemnified Party shall not be required to make any payment earlier than five (5) Business Days hereunder before it is such time as the Tax Indemnifying Party shall have made all payments or indemnities then due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject Indemnified Party pursuant to appeal or as to which the time for appeal has expiredthis Agreement.

Tax Indemnification Procedures. (a) After In the Closingevent a claim shall be made or proposed by a Governmental Authority that, if successful, would result in a Tax Loss for which the Contractor would be required to indemnify Buyer pursuant to Section 10.04 (a “Tax Claim”), Buyer shall hereby agrees, subject to the preservation of attorney-client and attorney work product privileges and suitable redaction to protect the confidentiality of other tax matters, to notify Contractor promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of such claim. Buyer shall not settle or otherwise agree to resolve any demandsuch Tax Claim without the prior written consent of Contractor (which consent shall not be unreasonably withheld, claim conditioned or notice delayed) and, if so requested by Contractor within thirty (30) days after the receipt of such notice, shall in good faith contest (including by way of the commencement appeal of any judicial determination in respect of such claim; other than an audit received by Buyer from any Governmental Authority or any other Person appeal to the United States Supreme Court) the validity, applicability and amount of such Tax Claim in accordance with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex Ithe provisions set forth below; provided, however, that Buyer shall not be required to contest or continue to contest any such Tax Claim unless: (i) Contractor shall have agreed to pay to Buyer all reasonable out-of-pocket costs and expenses that Buyer shall incur in contesting such Tax Claim, including, without limitation, reasonable attorney’s and accountant’s fees; (ii) the maximum amount of indemnification payments that could be payable by Contractor to Buyer with respect to all claims raised in the same audit or other proceeding (together with the amount of all similar and logically related claims that have been or could be raised in any other audit or proceeding with respect to Buyer), determined on a failure lump-sum basis, equals or exceeds $50,000; (iii) prior to give taking such notice will action Contractor shall have furnished Buyer with an opinion of Xxxxx Xxxxx LLP, Milbank LLP, Norton Xxxx Xxxxxxxxx LLP or other independent tax counsel selected by Contractor and reasonably acceptable to Buyer to the effect that Buyer is more likely than not affect to succeed in such Tax Contest; (iv) in the event Buyer decides, at its sole option, (i) to contest such Tax Claim in the United States Tax Court or applicable state or local court of the state in which the applicable Project is located, and (ii) to make a cash deposit with the IRS or applicable state taxing authority of the state in which the applicable Project is located in accordance with section 6603 of the Code (or any successor provision) or analogous state or local Tax authority of the state in which the applicable Project is located to suspend the running of interest on any potential underpayment of tax with respect to such claim, then Contractor shall have advanced to Buyer on an interest-free basis sufficient funds for Buyer to make such deposit (together with any interest, penalties and additions to tax with respect to such underpayment to date) and shall agree to indemnify Buyer for any adverse tax consequences resulting from such advance; (v) in the event that Xxxxx decides, at its sole option, to pay the tax claimed and sue for a refund, Contractor shall advance to Buyer on an interest-free basis sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto and agree to indemnify Buyer for any adverse tax consequences resulting from such advance; (vi) Contractor has delivered to Buyer a written acknowledgement of Contractor’s liability under this Agreement for any Tax Loss that could arise from such Tax Claim and has demonstrated to Buyer’s rights satisfaction the ability to indemnification timely pay any such amount; provided, however, that Contractor shall not be bound by such acknowledgement of liability if the Final Determination related to such Tax Claim clearly states conclusions of fact that establish that Contractor is not liable under this Annex I, except Agreement with respect to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such TaxesTax Loss. (b) Payment by an indemnitor Subject to the foregoing under paragraph (a) above, Buyer may forego any and all administrative appeals, proceedings, hearings and conferences with any Governmental Authority in respect of any amount due Tax Claim and may, at its sole option, contest the Tax Claim in any permissible forum selected by Buyer after reasonably considering input from Contractor. If Contractor requests that Buyer accept a settlement of such Tax Claim offered by the IRS or the applicable state taxing authority and if such Tax Claim may be settled without prejudicing Buyer or any of its Affiliates with respect to any claims the Governmental Authority may have against Buyer with respect to matters not indemnified by Contractor, Buyer shall either accept such settlement offer or agree with Contractor that the liability of Contractor pursuant to Section 10.04 with respect to such Tax Claim shall be limited to an indemnitee under this Annex I amount calculated on the basis of such settlement offer (increased by applicable interest, penalties and additions to tax) and that no additional liability of Contractor shall be made within twenty accrue with respect to such claim after fifteen (2015) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredrequest.

Tax Indemnification Procedures. (a) After the Closing, Buyer each of Parent and Seller, as the case may be, shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other Party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such Party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent or Seller may be such other Party is liable pursuant to Section 1 of this Annex I13.1; provided, however, that a failure to give such notice will not affect Buyersuch other Party’s rights to indemnification under this Annex IArticle XIII, except to the extent that such Party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor Indemnifying Party of any amount due to an indemnitee Indemnified Party under this Annex I Article XIII shall be made within twenty ten (2010) days following written notice by the indemnitee Indemnified Party that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemniteeIndemnified Party; provided, provided that the indemnitor Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 13.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Entity or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an agreement contained in Internal Revenue Service IRS Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article XIII shall be paid reasonably promptly in immediately available funds by wire transfer to a bank account designated by the Indemnified Party.

Tax Indemnification Procedures. (a) After If a claim ("Tax Indemnified Claim") shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the "Tax Indemnified Party"), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "Tax Indemnifying Party") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of any amount due the Tax Indemnified Claim, and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by time, including the indemnitee that payment selection of such amounts to counsel and experts and the appropriate Governmental Authority or other applicable third party is due by the indemniteeexecution of powers of attorney, provided that the indemnitor Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys' and accountants' fees and disbursements. The Tax Indemnified Party shall not be required to make any payment earlier than five of such claim for at least 30 days (5or such shorter period as may be required by applicable Law) Business Days before it is due after the giving of the notice required by Section 7.4(a), shall give to the appropriate Governmental Authority Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authorityc) or applicable third party (for this purpose, Taxes shall be due Subject to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until 7.4(b), the Tax Indemnified Party shall only enter into a date no earlier than the date of a “final determination,” payment settlement of such contested Tax will not be considered due earlier than contest with the date applicable Taxing Authority or prosecute such contest to a “final determination” to such effect is made by such Tax authority or determination in a court. For this purpose, a “final determination” shall include a settlement, compromise, court or other agreement with tribunal of initial or appellate jurisdiction as instructed by the relevant Tax authorityIndemnifying Party. (d) If, whether contained in after actual receipt by the Tax Indemnified Party of an Internal Revenue Service Form 870 or other comparable form or otherwiseamount advanced by the Tax Indemnifying Party pursuant to this Section 7.4, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction that is not subject legal fees from such Taxing Authority, net of any Taxes as are required to appeal be paid by the Tax Indemnified Party with respect to such refund, interest or as legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to which the time for appeal has expiredany other Tax Items).

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of the commencement of an audit received deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant an Indemnified Party is entitled to Section 1 indemnification, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, provided that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the Indemnifying Parties from their obligations under this Annex I, Article VIII except to the extent that the failure to notify Seller Indemnified Parties are materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment With respect to any Tax Claim for which any Indemnifying Party would be liable to indemnify any Indemnified Party, the Indemnifying Parties may, upon written notice to the Indemnified Parties (such written notice to be provided by an indemnitor the earlier of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by thereof has been given to any of the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteeIndemnifying Parties, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at their own cost and expense and with their own counsel and the Indemnified Parties and their Affiliates agree to cooperate with the Indemnifying Parties in pursuing such contest. If the Indemnifying Parties elect to assume the defense of any such Tax Claim, the Indemnifying Parties shall (whether in connection A) consult with a the Indemnified Parties or their Affiliate and shall not enter into any settlement with respect to any such Tax Return or Claim without the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeIndemnified Parties’ prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed or, if such settlement could adversely affect the Indemnified Parties or conditionedany of their Affiliates, without the consent of the Indemnified Parties; (B) keep the Indemnified Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnified Parties of any related correspondence and providing the Indemnified Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnifying Parties to any Governmental Authority); and (C) at its own cost and expense, grant the Indemnified Parties (or their Affiliate) the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the contest of any Tax Claim that the Indemnifying Parties have the ability to control but do not timely elect to control pur- Table of Contents suant to Section 8.2(b), if the Contest is being such contest shall be controlled by Buyerthe Indemnified Parties, and the Indemnifying Parties agree to cooperate fully with the Indemnified Parties and their Affiliates in pursuing such contest. In connection with any such contest the Indemnified Parties shall (A) consult with the Indemnifying Parties or their Affiliate and shall not enter into any settlement with respect to pay any such Tax Claim without the Indemnifying Parties’ prior written consent, which consent shall not be unreasonably withheld or delayed; (in whole B) keep the Indemnifying Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnifying Parties of any related correspondence and providing the Indemnifying Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnified Parties to any Governmental Authority); and (C) at the Indemnifying Parties’ own cost and expense, grant the Indemnifying Parties (or in parttheir Affiliate) the subject Taxes prior to, or during, right to participate in (but not to control) the course defense of such Contest)Tax Claim. In the case Nothing contained herein shall be construed as limiting any party’s right to indemnification under this Article VIII. (d) If an Indemnifying Party makes a payment to an Indemnified Party in respect of a Tax that Claim, and the Indemnified Party is contested entitled to recover from any person (other than an Affiliate) any sum in accordance with respect of the provisions Tax Claim (an “Unrelated Party”), the Indemnified Party shall (i) notify the Indemnifying Party and keep them fully informed, (ii) co-operate fully to take all reasonable steps to enforce recovery against the Unrelated Party, at the written request and cost of Section 3 the Indemnifying Party, and (iii) account to the Indemnifying Party for any sums recovered from the Unrelated Party, net of this Annex Tax, costs and for which payment is stayed until a date no earlier than expenses suffered. (e) Notwithstanding anything to the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contrary contained in an Internal Revenue Service Form 870 or other comparable form or otherwisethis Agreement, or other document or agreement, such as a closing agreement the procedure for indemnification claims with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect regard to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredTaxes shall be governed exclusively by Article VIII.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "TAX CLAIM") shall be delivered or sent to or commenced or initiated against any of the commencement of an audit received Companies by Buyer from any Governmental Authority or any other Person taxing authority with respect to Taxes for which Parent or Seller may be liable pursuant one party to Section 1 this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the other party from its obligations under this Annex I, Article VI in whole or in part except to the extent that the failure to notify Seller is materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment by an indemnitor With respect to Tax Claims for which the Seller would be liable to indemnify the Purchaser Indemnified Parties, the Seller may, upon written notice to the Purchaser (such written notice to be provided within the lesser of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by the indemnitee that payment of such amounts thereof has been given to the appropriate Governmental Authority or other applicable third party is due by the indemniteeIndemnifying Party, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel and the Purchaser and its Affiliates agree to cooperate with the Seller in pursuing such contest. If the Seller elects to assume the defense of any such Tax Claim, notwithstanding anything to the contrary contained herein, (whether in connection i) the Seller shall consult with a the Purchaser or its Affiliate and shall not enter into any settlement with respect to any such Tax Return or Claim without the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest Purchaser's (or if agreed to by Seller (its Affiliate's) prior written consent, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditionedif such settlement would increase the Tax liability of the Purchaser (or any of its Affiliates) or any of the Companies for any taxable period for which the Seller has not indemnified the Purchaser pursuant to Section 6.3, without the consent of the Purchaser (or its Affiliate); (ii) the Seller shall keep the Purchaser informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Purchaser of any related correspondence and providing the Purchaser with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Seller to any Tax Authority); and (iii) at its own cost and expense, the Purchaser (or its Affiliate) shall have the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the contest of any Tax Claim that relates to (i) any Post-Closing Period, (ii) any Straddle Period and (iii) any Tax Claim that the Seller has the ability to control but does not timely elect to control pursuant to Section 6.5(b), if the Contest is being such contest shall be controlled by Buyerthe Purchaser, and the Seller agrees to cooperate fully with the Purchaser and its Affiliates in pursuing such contest. In connection with any such contest that relates to (ii) or (iii) above, the Purchaser or its Affiliate shall keep the Seller informed of all material developments and events relating to pay such Tax Claim and the Seller, at its own cost and expense, shall have the right to participate (including participation in whole or any relevant meetings) in part(but not control) the subject Taxes prior to, defense of such Tax Claim. If the Purchaser or duringits Affiliate controls the contest of a claim, the course of such Contest). In Seller shall have the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not right to comment on any decision to be considered due earlier than the date a “final determination” to such effect is made by such Tax authority the Purchaser or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice its Affiliate with respect to which such claim prior to such decision being made, and the period Purchaser or its Affiliate shall, in good faith, consider such comments in making any such decision. Nothing contained herein shall be construed as limiting the Purchaser's (or any Purchaser Indemnified Party's) right to indemnification under this Article VI. (d) Notwithstanding anything to the contrary contained in this Agreement, the procedure for filing a petition indemnification claims with the Tax authority regard to Taxes or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject otherwise brought pursuant to appeal or as to which the time for appeal has expiredthis Article VI shall be governed exclusively by this Section 6.5.

Tax Indemnification Procedures. (a) After the Closing, Buyer Triarc shall promptly (and in any event within sixteen (16) calendar days) notify Seller the RTM Representatives in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent or Seller may be the Sellers are liable pursuant to Section 1 of this Annex I7.01; providedPROVIDED, howeverHOWEVER, that a failure to give such notice will not affect Buyer’s the Triarc Indemnified Parties' rights to indemnification under this Annex IArticle VII, except to the extent that the failure Sellers are actually prejudiced thereby. Such notice shall contain factual information (to notify Seller adversely affects Parent, Seller, the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor the Sellers of any amount due to an indemnitee the Triarc Indemnified Parties under this Annex I Article VII shall be made within twenty (20) ten days following written notice by the indemnitee a Triarc Indemnified Party that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemniteea Triarc Indemnified Party, provided provided, that the indemnitor Sellers shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 7.03, payment of such contested Tax will not be considered due earlier than the date a “"final determination” " to such effect is made by such Tax authority Governmental Entity or a courtcourt of competent jurisdiction. For this purpose, a “"final determination” " shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an and agreement contained in Internal Revenue Service an IRS Form 870-AD D or other comparable form, an agreement or other document that constitutes a “"determination” " under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. In seeking indemnification under this Article VII against the Sellers, the Triarc Indemnified Parties shall first exercise its remedies with respect to the RTM Escrow Fund pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted in full, with respect to the Sellers (individually or jointly) directly pursuant to this Agreement. (d) Any payments required pursuant to this Article VII that are not made within the time period specified in this Section 7.02 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax and, in the case of payments related to Taxes other than U.S. federal income Taxes, at a rate and in the manner provided under applicable Law for underpayments of such Tax.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of the commencement of an audit received deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant an Indemnified Party is entitled to Section 1 indemnification, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, provided that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the Indemnifying Parties from their obligations under this Annex I, Article VIII except to the extent that the failure to notify Seller Indemnified Parties are materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment With respect to any Tax Claim for which any Indemnifying Party would be liable to indemnify any Indemnified Party, the Indemnifying Parties may, upon written notice to the Indemnified Parties (such written notice to be provided by an indemnitor the earlier of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by thereof has been given to any of the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteeIndemnifying Parties, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at their own cost and expense and with their own counsel and the Indemnified Parties and their Affiliates agree to cooperate with the Indemnifying Parties in pursuing such contest. If the Indemnifying Parties elect to assume the defense of any such Tax Claim, the Indemnifying Parties shall (whether in connection A) consult with a the Indemnified Parties or their Affiliate and shall not enter into any settlement with respect to any such Tax Return or Claim without the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeIndemnified Parties’ prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned)or, if such settlement could adversely affect the Contest is Indemnified Parties or any of their Affiliates, without the consent of the Indemnified Parties; (B) keep the Indemnified Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnified Parties of any related correspondence and providing the Indemnified Parties with a reasonable opportunity to review and comment on any related correspondence prior to being controlled sent by Buyerthe Indemnifying Parties to any Governmental Authority); and (C) to pay at its own cost and expense, grant the Indemnified Parties (in whole or in parttheir Affiliate) the subject Taxes prior to, or during, right to participate in (but not to control) the course defense of such Contest). Tax Claim. (c) In connection with the case contest of any Tax Claim that the Indemnifying Parties have the ability to control but do not timely elect to control pur- Table of Contents (d) If an Indemnifying Party makes a payment to an Indemnified Party in respect of a Tax that Claim, and the Indemnified Party is contested entitled to recover from any person (other than an Affiliate) any sum in accordance with respect of the provisions Tax Claim (an “Unrelated Party”), the Indemnified Party shall (i) notify the Indemnifying Party and keep them fully informed, (ii) co-operate fully to take all reasonable steps to enforce recovery against the Unrelated Party, at the written request and cost of Section 3 the Indemnifying Party, and (iii) account to the Indemnifying Party for any sums recovered from the Unrelated Party, net of this Annex Tax, costs and for which payment is stayed until a date no earlier than expenses suffered. (e) Notwithstanding anything to the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contrary contained in an Internal Revenue Service Form 870 or other comparable form or otherwisethis Agreement, or other document or agreement, such as a closing agreement the procedure for indemnification claims with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under regard to Taxes shall be governed exclusively by Article VIII. Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.8.3

Tax Indemnification Procedures. (a) After If a Claim shall be made by any taxing authority that, if successful, would result in the Closingindemnification of a Person under this Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), Buyer the Tax Indemnified Party shall promptly notify the Party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "TAX INDEMNIFYING PARTY") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnified Party shall take such action in connection with contesting such Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that (i) within 30 days after the notice described in Section 10.06(a) has been delivered (or such earlier date that any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party Taxes is due by the indemniteeTax Indemnified Party but in no event sooner than five days after the Tax Indemnifying Party's receipt of such notice), provided the Tax Indemnifying Party requests that such Claims be contested, (ii) the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the indemnitor Tax Indemnified Party incurs in connection with contesting such Claims, including, without limitation, reasonable attorneys' and accountants' fees and disbursements, and (iii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such Claim. The Tax Indemnified Party shall not make any payment of such Claims for at least 30 days (or such shorter period as may be required by applicable law) after the giving of the notice required by Section 10.06(a), shall give to the Tax Indemnifying Party any information reasonably requested relating to such Claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such Claim. (c) Subject to the provisions of Section 10.06(b), the Tax Indemnified Party shall enter into a settlement of such Claim with the applicable taxing authority or prosecute such Claim to a determination in a court or other tribunal of initial or appellate jurisdiction, all as the Tax Indemnifying Party may request. (d) If, after actual receipt by the Tax Indemnified Party of an amount advanced by the Tax Indemnifying Party pursuant to Section 10.06(b)(iii), the extent of the liability of the Tax Indemnified Party with respect to the Claims shall be established by the final judgment or decree of a court or other tribunal or a final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any refund received by the Tax Indemnified Party with respect to the Claims together with any interest received thereon from the applicable taxing authority and any recovery of legal fees from such taxing authority, net of any Taxes as are required to be paid by the Tax Indemnified Party with respect to such refund, interest or legal fees (calculated at the maximum applicable statutory rate of Tax without regard to any other Tax Items). Notwithstanding the foregoing, the Tax Indemnified Party shall not be required to make any payment earlier than five (5) Business Days hereunder before it is such time as the Tax Indemnifying Party shall have made all payments or indemnities then due with respect to the appropriate Governmental Authority Tax Indemnified Party pursuant to this Agreement. (whether in connection with e) Promptly after a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or duringfinal determination, the course Tax Indemnifying Party shall pay to the Tax Indemnified Party the amount of such Contest). In any Tax Losses to which the case Tax Indemnified Party may become entitled by reason of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.Article X.

Tax Indemnification Procedures. (a) After If a claim shall be made by any taxing authority that, if successful, would result in the Closingindemnification of a Party under Section 10.1 of this Agreement (referred to herein as the “Tax Indemnified Person”), Buyer shall the Tax Indemnified Person shall, upon receiving notice of such claim, promptly notify the Party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the “Tax Indemnifying Person”) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnifying Person shall, at its own expense, control all proceedings taken in connection with such claim (including selection of counsel and accountants), provided that (i) within thirty 30 days after the notice described in Section 10.5(a) has been delivered (or such earlier date that any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party Taxes is due by the indemniteeTax Indemnified Person but in no event sooner than 10 days after the Tax Indemnifying Person’s receipt of such notice), the Tax Indemnifying Person requests that such claim be contested, (ii) to the extent the Tax Indemnifying Person requests participation from the Tax Indemnified Person as provided in the final sentence of this Section 10.5(b), the Tax Indemnifying Person shall have agreed to pay to the Tax Indemnified Person all reasonable out-of-pocket costs and expenses that the indemnitor Tax Indemnified Person incurs in connection with contesting such claim, including reasonable attorneys’ and accountants’ fees and disbursements, and (iii) if the Tax Indemnified Person is requested by the Tax Indemnifying Person to pay the Tax claims and xxx for a refund, the Tax Indemnifying Person shall have paid the Tax Indemnified Person the amount of such claim. The Tax Indemnified Person shall not make any payment of such claim for at least 30 days (or such shorter period as may be required by applicable Law) after the giving of the notice required by Section 10.5(a), shall give to the Tax Indemnifying Person any information reasonably requested relating to such claim, and otherwise shall reasonably cooperate with the Tax Indemnifying Person in good faith in order to contest effectively any such claim. The Tax Indemnified Person shall participate in contesting such claim to the extent the Tax Indemnifying Person shall reasonably request in writing from time to time (including the selection of counsel and experts and the execution of powers of attorney). (c) Subject to the provisions of Section 10.5(b), the Tax Indemnified Person shall enter into a settlement of such contest with the applicable taxing authority or prosecute such contest to a determination in a court or other tribunal of initial or appellate jurisdiction, all as the Tax Indemnifying Person may request. (d) If, after actual receipt by the Tax Indemnified Person of an amount paid by the Tax Indemnifying Person pursuant to Section 10.5(b)(iii), the extent of the liability of the Tax Indemnified Person with respect to the claim shall be established by the final judgment and/or decree of a court or other tribunal or a final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Person shall promptly repay the Tax Indemnifying Person the amount advanced to the extent of any refund received by the Tax Indemnified Person with respect to the claim together with any interest received thereon from the applicable taxing authority and any recovery of legal fees from such taxing authority, net of any Taxes as are required to be paid by the Tax Indemnified Person with respect to such refund, interest or legal fees (calculated at the maximum applicable statutory rate of Tax without regard to any other Tax Items). Notwithstanding the foregoing, the Tax Indemnified Person shall not be required to make any payment earlier than five (5) Business Days hereunder before it is such time as the Tax Indemnifying Person shall have made all payments or indemnities then due with respect to the appropriate Governmental Authority Tax Indemnified Person pursuant to any provision of this Agreement. (whether in connection with e) Promptly after a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or duringfinal determination, the course Tax Indemnifying Person shall pay to the Tax Indemnified Person the amount of such Contest). In any Taxes to which the case Tax Indemnified Person may become entitled by reason of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredArticle 10.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered or sent to or commenced or initiated against the commencement of an audit received Company by Buyer from any Governmental Authority or any other Person Tax authority with respect to Taxes for which Parent a Purchaser Indemnified Party is entitled to indemnification from the Seller, the Purchaser Indemnified Party shall promptly notify the Seller in writing of the Tax Claim, and shall include a copy of the relevant Tax Claim notice; provided, that the failure by a Purchaser Indemnified Party to promptly notify the Seller of any such notice shall not release the Seller from its obligations under this Article VI in whole or in part except to the extent that the Seller is materially and adversely prejudiced as a consequence of such failure. (b) With respect to Tax Claims of or relating to Taxes of the Company for any Pre-Closing Period, the Seller may, upon written notice to the Purchaser (such written notice to be provided within thirty (30) days after notice of the Tax Claim has been given to the Seller), assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel and, subject to the provisions below, may (i) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority, (ii) either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or (iii) contest, settle or compromise the Tax Claim in any permissible manner, and the Purchaser and its Affiliates agree to cooperate with the Seller in pursuing such contest. If the Seller elects to assume the defense of any such Tax Claim, notwithstanding anything to the contrary contained herein, (i) the Seller shall not enter into any settlement with respect to any such Tax Claim without the Purchaser's (or its Affiliate's) prior written consent, which consent shall not be liable unreasonably withheld or delayed, if such settlement could reasonably be expected to increase the Tax liability of the Purchaser (or any of its Affiliates) for any taxable period for which the Seller has not indemnified the Purchaser pursuant to Section 1 6.3; (ii) the Seller shall keep the Purchaser reasonably informed of this Annex Iall material developments and events relating to such Tax Claim (including reasonably promptly forwarding copies to the Purchaser of any related correspondence and shall use reasonable efforts to provide the Purchaser with an opportunity to review and comment on any material correspondence before the Seller sends such correspondence to any Tax Authority); and (iii) at its own cost and expense, the Purchaser (or its Affiliate) shall have the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the contest of any Tax Claim that relates to (i) any taxable Period beginning after the Closing Date and (ii) any Tax Claim that the Seller has the ability to control but does not timely elect to control pursuant to Section 6.5(b), such contest shall be controlled by the Purchaser (and the Seller shall reimburse Purchaser and its Affiliates for reasonable out-of-pocket expenses incurred by Purchaser or its Affiliates relating to a Tax Claim described in clause (ii)), and the Seller agrees to cooperate fully with the Purchaser and its Affiliates in pursuing such contest; provided, however, that none of the Purchaser, the Company nor any of their Affiliates shall enter into any settlement with respect to a failure Tax Claim relating to give a Pre-Closing Period or Straddle Period without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed. In connection with any contest that relates to Section 6.5(c)(ii) hereof, the Purchaser or its Affiliate shall keep the Seller informed of all material developments and the Seller, at its own cost and expense, shall have the right to participate (including participation in any relevant meetings) in (but not control) the defense of such notice will not affect Buyer’s rights Tax Claim. Nothing contained herein shall be construed as limiting the Purchaser's (or any the Purchaser Indemnified Party's) right to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such TaxesArticle VI. (bd) Payment by an indemnitor of any amount due to an indemnitee under this Annex I The Purchaser and Seller shall be made within twenty jointly control (20at each party's own cost) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether all proceedings in connection with any Tax Claim relating solely to a Straddle Period. The parties agree to cooperate with each other in pursuing any such contest and neither Purchaser nor Seller shall (or shall permit any of their Affiliates to) settle a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due Claim relating solely to a Governmental Authority if Straddle Period without the Taxes are being contested but as part of contesting such Taxother party's prior written consent, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheld, delayed withheld or conditioned), if delayed. (e) Notwithstanding anything to the Contest is being controlled by Buyer) to pay (contrary in whole or in part) the subject Taxes prior to, or duringthis Agreement, the course procedure for indemnification claims with regard to Taxes of such Contest). In or relating to the case of a Tax that is contested in accordance with the provisions of Company shall be governed exclusively by this Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired6.5.

Tax Indemnification Procedures. (a) After the Closing, Buyer Triarc shall promptly (and in any event within sixteen (16) calendar days) notify Seller the RTM Representatives in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent the RTMRG Shareholders or Seller the RTMRG Principal Shareholders (as the case may be be) are liable pursuant to Section 1 of this Annex I8.01; providedPROVIDED, howeverHOWEVER, that a failure to give such notice will not affect Buyer’s the Triarc Indemnified Parties' rights to indemnification under this Annex IArticle VIII, except to the extent that the failure to notify Seller adversely affects Parent, Seller, RTMRG Shareholders or their ability to adequately defend a Contest the RTMRG Principal Shareholders (as defined in Section 3 the case may be) are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of this Annex I) the relevant portion of any notice or other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor the RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) of any amount due to an indemnitee the Triarc Indemnified Parties under this Annex I Article VIII shall be made within twenty (20) days ten Business Days following written notice by the indemnitee a Triarc Indemnified Party that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemniteea Triarc Indemnified Party, provided PROVIDED, that the indemnitor RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 8.03, payment of such contested Tax will not be considered due earlier than the date a “"final determination” " to such effect is made by such Tax authority Governmental Entity or a courtcourt of competent jurisdiction. For this purpose, a “"final determination” " shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an and agreement contained in Internal Revenue Service an IRS Form 870-AD D or other comparable form, an agreement or other document that constitutes a “"determination” " under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) All amounts required to be paid pursuant to this Article VIII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party. In seeking indemnification under this Article VIII against the RTMRG Shareholders, the Triarc Indemnified Parties shall first exercise its remedies with respect to the RTM Escrow Fund pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted in full, with respect to the RTMRG Principal Shareholders (individually or jointly) pursuant to the Transaction Support Agreement. (d) Any payments required pursuant to this Article VIII that are not made within the time period specified in this Section 8.02 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax and, in the case of payments related to Taxes other than U.S. federal income Taxes, at a rate and in the manner provided under applicable Law for underpayments of such Tax.

Tax Indemnification Procedures. If a claim is made by a Taxing Authority that, if successful, would result in the indemnification of a party by the other party pursuant to Section 7.3, the party receiving notice of such claim shall promptly, but in no event later than 30 days after receipt of notice from the Taxing Authority of such claim, notify the other party in writing of such claim. If the Tax claim relates entirely to a Pre-Closing Tax Period (aa “Pre-Closing Tax Claim”), Buyer shall take or shall cause to be taken such action in connection with a Proceeding involving such Pre-Closing Tax Claim as Parent shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided that within 30 days after the notice of such Pre-Closing Tax Claim has been received (or such earlier date that any payment of Taxes with respect to such claim is due but in no event earlier than 5 days after receipt of such notice), Parent requests that such claim be contested. Parent shall control the contest of such Pre-Closing Tax Claim and shall pay all reasonable out-of-pocket costs and expenses that Buyer or its Affiliates incur at Parent’s request in connection with contesting such claim, including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements. Buyer and its Affiliates (including the Acquired Entities) After shall enter into a settlement with respect to such Pre-Closing Tax Claim or prosecute such Pre-Closing Tax Claim to a determination in a court or other tribunal of initial or appellate jurisdiction, as Parent may reasonably request; provided that if the settlement is reasonably expected to adversely affect Buyer or its Affiliates (including the Acquired Entities) after the Closing, Buyer Parent cannot settle such Pre-Closing Tax Claim without Buyer’s consent, which consent shall promptly (and not be unreasonably withheld, conditioned or delayed. Subject to the penultimate sentence in any event within sixteen (16) calendar days) notify Seller this Section 7.3(i), in writing the case of any demand, a claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person for Taxes with respect to Taxes a Straddle Tax Period for which both Parent and Buyer potentially have liability under Section 7.3(g) (a “Straddle Tax Claim”), (i) Parent and Buyer shall jointly control the conduct of any Proceeding relating to such Straddle Tax Claim, (ii) each party shall bear its own costs and expenses incurred in connection with such Proceeding and (iii) neither party shall, or Seller may shall cause its Affiliates (including the Acquired Entities) to, enter into a settlement with respect to such Proceeding or prosecute such Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction, without the consent of the other party, which consent shall not be liable pursuant to Section 1 of this Annex Iunreasonably withheld; provided, however, that if the parties are unable to mutually agree on whether to settle such a failure Straddle Tax Claim after working in good faith to give reach agreement, then the party that objects to such notice will not affect Buyer’s rights to indemnification under this Annex Isettlement may assume the prosecution or defense of the Straddle Tax Claim at its own expense, except to and the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxes. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor advocating settlement shall not be required to make liable for any payment earlier than five (5amount in excess of the amount that would have been paid by such party had the Straddle Tax Claim been settled on the available settlement terms. Notwithstanding anything in this Section 7.3(i) Business Days before it is due to the appropriate Governmental contrary, Parent shall retain sole control of any claims by a Taxing Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due that relate to a Governmental Authority if Parent Consolidated Tax Return. For the Taxes are being contested but as part avoidance of contesting such Taxdoubt, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of this Section 3 7.3(i), and not those of this Annex and Section 10.4, shall govern any claim, action or suit for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not indemnity may be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” sought under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired7.3(g).

Tax Indemnification Procedures. (a) After the Closing, Buyer the Purchaser and the Sellers, as the case may be, shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 of this Annex I8.02 (Tax Indemnification); provided, however, that a failure to give such notice will not affect Buyersuch other party’s rights to indemnification under this Annex IARTICLE VIII, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I ARTICLE VIII shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 8.04, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Entity or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

Tax Indemnification Procedures. (ai) After From and after the Closing, the Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller PBI in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority or any other Person with respect to Taxes Tax Losses (each, a “Tax Proceeding”) for which Parent or Seller may be the Sellers are liable pursuant to this Section 1 of this Annex I8.4; provided, however, that a failure to give such notice will not affect the Buyer’s rights to indemnification under this Annex ISection 8.4, except to the extent (and only to such extent) that the failure Sellers are prejudiced thereby. Such notice shall contain factual information (to notify Seller adversely affects Parentthe extent known) describing the asserted Tax Loss and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority in respect of any such asserted Tax Loss. (ii) In the case of a Tax Proceeding, Sellerthe Indemnified Party shall be entitled to exercise full control of the defense, compromise or their ability settlement of any Tax Proceeding unless the Indemnifying Party within a reasonable time after the giving of notice of such Tax Proceeding by the Indemnified Party (i) delivers a written confirmation to adequately defend a Contest (as defined in Section 3 such Indemnified Party that the indemnification provisions of this Annex I) Agreement are applicable to such Tax Proceeding and that the Indemnifying Party will indemnify such Indemnified Party in respect of such TaxesTax Proceeding pursuant to the applicable indemnification provisions of this Agreement, (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Tax Proceeding, in which case the Indemnifying Party shall be entitled to exercise full control of the defense, compromise or settlement of such Tax Proceeding. (biii) If the Indemnifying Party so assumes the defense of any such Tax Proceeding in accordance herewith, then such Indemnified Party shall cooperate with the Indemnifying Party in any manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or settlement thereof. If the Indemnifying Party so assumes the defense of any such Tax Proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party. If, in circumstances where the Indemnified Party is not fully indemnified, such Indemnified Party shall have been advised by outside counsel (reasonably acceptable to the Indemnifying Party) that (i) there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or (ii) that a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Tax Proceeding would reasonably be expected, which conflict of interest cannot be waived, then (x) the Indemnifying Party shall not have the sole right to control the defense, compromise or settlement of such Tax Proceeding on behalf of the Indemnified Party, (y) the Indemnifying and Indemnified Party shall have the right to control jointly the defense, compromise or settlement of such Tax Proceeding. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Tax Proceeding for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such action in the manner provided above in this Section 8.4 to the extent the Indemnifying Party was entitled to do so pursuant to this Section 8.4. If the Indemnifying Party assumes the defense of a Tax Proceeding that is likely to have a material impact on the Indemnified Party, the Indemnifying Party shall not settle or compromise such Tax Proceeding without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld). (iv) Notwithstanding the foregoing, in the case of a Tax Proceeding relating to Taxes for any Straddle Period, both the Indemnifying Party and the Indemnified Party shall have the right to control jointly the defense, compromise or settlement of any such Tax Proceeding. No party shall settle or compromise or consent to entry of any judgment with respect to any such Tax Proceeding relating to Taxes for any Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld). (v) Payment by an indemnitor the Indemnifying Party of any amount due to an indemnitee the Indemnified Party under this Annex I Section 8.4 shall be made within twenty (20) 10 days following written notice by the indemnitee Indemnified Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due; provided that upon the Indemnifying Party’s request the Indemnified Party shall provide reasonable documentation that such amount is due and payable. Any payments required pursuant to this Section 8.4 that are not made within the time period specified in this Section 8.4 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of U.S. federal income Tax and, in the case of payments related to Taxes other than U.S. federal income Taxes, at a rate and in the manner provided under applicable Law for underpayments of such Tax; provided that in no event shall the amount of the interest due by the indemnitee, provided that Sellers exceed the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is amount of interest actually due to the appropriate applicable Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable other third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the such Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredpayment.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of the commencement of an audit received deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant an Indemnified Party is entitled to Section 1 indemnification, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, provided that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the Indemnifying Parties from their obligations under this Annex I, Article VIII except to the extent that the failure to notify Seller Indemnified Parties are materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment With respect to any Tax Claim for which any Indemnifying Party would be liable to indemnify any Indemnified Party, the Indemnifying Parties may, upon written notice to the Indemnified Parties (such written notice to be provided by an indemnitor the earlier of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by thereof has been given to any of the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteeIndemnifying Parties, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority date re- quired to answer or respond to any such claim), assume and control the defense of such Tax Claim at their own cost and expense and with their own counsel and the Indemnified Parties and their Affiliates agree to cooperate with the Indemnifying Parties in pursuing such contest. If the Indemnifying Parties elect to assume the defense of any such Tax Claim, the Indemnifying Parties shall (whether in connection A) consult with a the Indemnified Parties or their Affiliate and shall not enter into any settlement with respect to any such Tax Return or Claim without the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeIndemnified Parties’ prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed or, if such settlement could adversely affect the Indemnified Parties or conditionedany of their Affiliates, without the consent of the Indemnified Parties; (B) keep the Indemnified Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnified Parties of any related correspondence and providing the Indemnified Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnifying Parties to any Governmental Authority); and (C) at its own cost and expense, grant the Indemnified Parties (or their Affiliate) the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the contest of any Tax Claim that the Indemnifying Parties have the ability to control but do not timely elect to control pursuant to Section 8.2(b), if the Contest is being such contest shall be controlled by Buyerthe Indemnified Parties, and the Indemnifying Parties agree to cooperate fully with the Indemnified Parties and their Affiliates in pursuing such contest. In connection with any such contest the Indemnified Parties shall (A) consult with the Indemnifying Parties or their Affiliate and shall not enter into any settlement with respect to pay any such Tax Claim without the Indemnifying Parties’ prior written consent, which consent shall not be unreasonably withheld or delayed; (in whole B) keep the Indemnifying Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnifying Parties of any related correspondence and providing the Indemnifying Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnified Parties to any Governmental Authority); and (C) at the Indemnifying Parties’ own cost and expense, grant the Indemnifying Parties (or in parttheir Affiliate) the subject Taxes prior to, or during, right to participate in (but not to control) the course defense of such Contest)Tax Claim. In the case Nothing contained herein shall be construed as limiting any party’s right to indemnification under this Article VIII. (d) If an Indemnifying Party makes a payment to an Indemnified Party in respect of a Tax that Claim, and the Indemnified Party is contested entitled to recover from any person (other than an Affiliate) any sum in accordance with respect of the provisions Tax Claim (an “Unrelated Party”), the Indemnified Party shall (i) notify the Indemnifying Party and keep them fully informed, (ii) co-operate fully to take all reasonable steps to enforce recovery against the Unrelated Party, at the written request and cost of Section 3 the Indemnify- ing Party, and (iii) account to the Indemnifying Party for any sums recovered from the Unrelated Party, net of this Annex Tax, costs and for which payment is stayed until a date no earlier than expenses suffered. (e) Notwithstanding anything to the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contrary contained in an Internal Revenue Service Form 870 or other comparable form or otherwisethis Agreement, or other document or agreement, such as a closing agreement the procedure for indemnification claims with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect regard to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredTaxes shall be governed exclusively by Article VIII.

Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether Parent/Buyer or Seller, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Entity or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 8.1(c) or 8.2(e) of this Annex IAgreement; provided, however, that a failure to give such notice will not affect Buyersuch party’s rights to indemnification under this Annex IArticle VIII, except to the extent that such other party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Entity or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor Indemnifying Party of any amount due to an indemnitee Indemnified Party under Section 8.1(c) or 8.2(e) of this Annex I Agreement shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority Entity or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days business days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Entity or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 8.6 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” Agreement, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a courtGovernmental Entity. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Entity, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Entity, an agreement contained in Internal Revenue Service Form form 870-AD D or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

Tax Indemnification Procedures. If a claim shall be made by any Taxing Authority that, if successful, would result in the indemnification of a Party under this Agreement (referred to herein as the "Tax Indemnified Claim" and the "Tax Indemnified Party", respectively), the Tax Indemnified Party shall promptly notify the Party obligated under this Agreement to so indemnify (referred to herein as the "Tax Indemnifying Party") in writing of such fact. (a) After The Tax Indemnifying Party shall have the Closingright, Buyer at its sole cost, to control the defense, prosecution, settlement or compromise of the Tax Indemnified Claim, and the Tax Indemnified Party shall promptly (and take such action in any event within sixteen (16) calendar days) notify Seller connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that the Tax Indemnifying Party shall have agreed in writing to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including, without limitation, reasonable attorneys' and accountants' fees and disbursements. The Tax Indemnified Party shall not make any demand, payment of such claim for at least 30 days (or notice such shorter period as may be required by applicable Law) after the giving of the commencement of an audit received notice required by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to this Section 1 of this Annex I; provided7.5(a), however, that a failure to shall give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the failure Tax Indemnifying Party in good faith in order to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of contest effectively any such Taxesclaim. (b) Payment by an indemnitor of any amount due Subject to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of this Section 3 of this Annex and for which payment is stayed until 7.5, the Tax Indemnified Party shall only enter into a date no earlier than the date of a “final determination,” payment settlement of such contested Tax will not be considered due earlier than contest with the date applicable Taxing Authority or prosecute such contest to a “final determination” to such effect is made by such Tax authority or determination in a court. For this purpose, a “final determination” shall include a settlement, compromise, court or other agreement with tribunal of initial or appellate jurisdiction as instructed by the relevant Tax authorityIndemnifying Party. (c) If, whether contained in after actual receipt by the Tax Indemnified Party of an Internal Revenue Service Form 870 or other comparable form or otherwiseamount advanced by the Tax Indemnifying Party pursuant to this Section 7.5, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction legal fees from such Taxing Authority, net of any Taxes as are required to be paid by the Tax Indemnified Party with respect to such refund, interest or legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to any other Tax Items). (d) The Parties agree that is not subject any payments made pursuant to appeal or this Section 7.5 shall be treated as an adjustment to which the time for appeal has expiredPurchase Price.

Tax Indemnification Procedures. (a) After the Closing, Buyer each party to this Agreement (whether Parent or Company Agent, as the case may be) shall promptly (and in any event within sixteen (16) calendar days) notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority Body or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 of this Annex I10.1; provided, however, that a failure to give such notice will not affect Buyersuch other party’s rights to indemnification under this Annex ISection 10, except to the extent that such party is actually and materially prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Body or any other Person in respect of any such Taxesasserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee a Tax Indemnified Parent Party under this Annex I Section 10 shall be made exclusively from the Escrow Amount in accordance with the terms of this Agreement and the Escrow Agreement within twenty ten (2010) days following written notice by the indemnitee Tax Indemnified Parent Party that payment of such amounts to the appropriate Governmental Authority Body or other applicable third party is due by the indemniteedue, provided that the indemnitor payment shall not be required to make any payment earlier than five (5) Business Days days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) Body or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 10.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Body or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Body, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Body, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the CodeCode or any provision of state, local or foreign Tax law, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired; provided, however, that the Tax Indemnified Parent Parties will not agree or consent to any final determination without the consent of the Company Agent, such consent not to be unreasonably withheld or delayed. In the case of a Tax that is not contested in accordance with the provisions of Section 10.3, the Company Agent shall have the right to review the determination and amount of any such tax at least thirty (30) days prior to payment to a Tax Indemnified Parent Party. If the Company Agent disagrees with the determination or amount of such Tax, the parties shall act in good faith to resolve any such dispute prior to payment to a Tax Indemnified Parent Party. Except as set forth in Sections 10.4(b) and 10.4(c), if the parties cannot resolve any item which is disputed pursuant to this Section 10, the item in question shall be a Contested Amount and resolved pursuant to Section 11.8(d).

Tax Indemnification Procedures. (aA) After the Closing, Buyer Parent shall promptly (and in any event within sixteen (16) calendar days) notify Seller the APSLP in writing of any demand, claim or notice of the commencement of an audit a Contest received by Buyer such party from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be APSLP is liable pursuant to Section 1 of this Annex I8.2(h)(i); provided, however, that a failure to give such notice will not affect BuyerParent’s rights to indemnification under this Annex ISection 8.2(h), except to the extent that APSLP is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax liability. (bB) Payment by an indemnitor of any amount due to an indemnitee under this Annex I Section 8.2(h) shall be made within twenty ten (2010) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 8.2(i), payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (C) All amounts required to be paid pursuant to this Section 8.2(h) shall be paid in accordance with the other provisions of this Section 8.2, including the limitations on liability set forth in Section 8.2(d).

Tax Indemnification Procedures. (a) After If a claim (“Tax Indemnified Claim”) shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the “Tax Indemnified Party”), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the “Tax Indemnifying Party”) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of any amount due the Tax Indemnified Claim, and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by time, including the indemnitee that payment selection of such amounts to counsel and experts and the appropriate Governmental Authority or other applicable third party is due by the indemniteeexecution of powers of attorney, provided that the indemnitor Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys’ and accountants’ fees and disbursements. The Tax Indemnified Party shall not be required to make any payment earlier than five of such claim for at least 30 days (5or such shorter period as may be required by applicable Law) Business Days before it is due after the giving of the notice required by Section 7.4(a), shall give to the appropriate Governmental Authority Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authorityc) or applicable third party (for this purpose, Taxes shall be due Subject to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until 7.4(b), the Tax Indemnified Party shall only enter into a date no earlier than the date of a “final determination,” payment settlement of such contested Tax will not be considered due earlier than contest with the date applicable Taxing Authority or prosecute such contest to a “final determination” to such effect is made by such Tax authority or determination in a court. For this purpose, a “final determination” shall include a settlement, compromise, court or other agreement with tribunal of initial or appellate jurisdiction as instructed by the relevant Tax authorityIndemnifying Party. (d) If, whether contained in after actual receipt by the Tax Indemnified Party of an Internal Revenue Service Form 870 or other comparable form or otherwiseamount advanced by the Tax Indemnifying Party pursuant to this Section 7.4, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction that is not subject legal fees from such Taxing Authority, net of any Taxes as are required to appeal be paid by the Tax Indemnified Party with respect to such refund, interest or as legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to which the time for appeal has expiredany other Tax Items).

Tax Indemnification Procedures. (ai) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered or sent to or commenced or initiated against the commencement of an audit received Seller Entities, Seller or Buyer by Buyer from any Governmental Authority or any other Person taxing authority with respect to Taxes for which Parent or Seller may be liable pursuant one party to Section 1 this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, that a the failure by any party to give notify another party promptly of any such notice will shall not affect Buyer’s rights to indemnification release the other party from its obligations under this Annex I, Section 3.03 in whole or in part except to the extent that the failure to notify Seller other party is materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (bii) Payment by an indemnitor Seller shall control all Tax Claims with respect to all Pre-First-Closing Periods, Pre-Second-Closing Periods or Pre-Final-Closing Periods, and Buyer agrees to cooperate reasonably with Seller in pursuing such contests. With respect to Tax Claims for which the Seller would be liable to indemnify Buyer, the Seller may, upon written notice to the Buyer (such written notice to be provided within the shorter of (i) forty-five (45) days after notice thereof has been given to the Seller and (ii) three (3) business days prior to the date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel and Buyer agrees to cooperate reasonably with the Seller in pursuing such contest. If the Seller elects to assume the defense of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts Tax Claim, notwithstanding anything to the appropriate Governmental Authority or other applicable third party is due by contrary contained herein, (a) the indemnitee, provided that the indemnitor Seller shall consult with Buyer and shall not be required enter into any settlement with respect to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a such Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeClaim without Buyer's prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed provided, however, that if such settlement could increase the Tax liability of Buyer or conditionedof the Controlled Entities for any other taxable period, without the consent of Buyer; (b) the Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence and providing Buyer with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Seller to any tax authority); and (c) at its own cost and expense, if Buyer shall have the Contest is being right to participate in (but not to control) the defense of such Tax Claim. (iii) In connection with the contest of any Tax Claim that relates to (a) any Post-First-Closing Period, Post-Second-Closing Period or Post-Final-Closing Period, (b) any Straddle Period and (c) any Tax Claim that the Seller has the ability to control pursuant to Section 3.03(d)(ii) but does not timely elect to control pursuant to such section, such contest shall be controlled by Buyer, and the Seller agrees to cooperate reasonably with Buyer in pursuing such contest. In connection with any such contest that relates to (b) or (c) above, Buyer shall keep the Seller informed of all material developments and events relating to pay such Tax Claim and the Seller, at its own cost and expense, shall have the right to participate (including participation in whole or any relevant meetings) in part(but not control) the subject Taxes prior to, or during, the course defense of such Contest)Tax Claim. In the case of a Tax that is contested Claim described in accordance (b) or (c) above, the Buyer shall consult with the provisions of Section 3 of this Annex Seller and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will shall not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice enter into any settlement with respect to any such Tax Claim without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed. (iv) Notwithstanding anything to the period contrary contained herein, the procedure for filing a petition indemnification claims with the Tax authority regard to Taxes or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject otherwise brought pursuant to appeal or as to which the time for appeal has expiredthis Section 3.03 shall be governed exclusively by this Section 3.03.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of the commencement of an audit received deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered or sent to or commenced or initiated by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant an Indemnified Party is entitled to Section 1 indemnification, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, provided that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the Indemnifying Parties from their obligations under this Annex I, Article VIII except to the extent that the failure to notify Seller Indemnified Parties are materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment With respect to any Tax Claim for which any Indemnifying Party would be liable to indemnify any Indemnified Party, the Indemnifying Parties may, upon written notice to the Indemnified Parties (such written notice to be provided by an indemnitor the earlier of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by thereof has been given to any of the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemniteeIndemnifying Parties, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority date required to answer or respond to any such claim), assume and control the defense of such Tax Claim at their own cost and expense and with their own counsel and the Indemnified Parties and their Affiliates agree to cooperate with the Indemnifying Parties in pursuing such contest. If the Indemnifying Parties elect to assume the defense of any such Tax Claim, the Indemnifying Parties shall (whether in connection A) consult with a the Indemnified Parties or their Affiliate and shall not enter into any settlement with respect to any such Tax Return or Claim without the imposition or assessment by the Governmental Authority) or applicable third party (for this purposeIndemnified Parties' prior written consent, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which consent shall not be unreasonably withheldwithheld or delayed, delayed or, if such settlement could adversely affect the Indemnified Parties or conditionedany of their Affiliates, without the consent of the Indemnified Parties; (B) keep the Indemnified Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnified Parties of any related correspondence and providing the Indemnified Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnifying Parties to any Governmental Authority); and (C) at its own cost and expense, grant the Indemnified Parties (or their Affiliate) the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the contest of any Tax Claim that the Indemnifying Parties have the ability to control but do not timely elect to control pursuant to Section 8.2(b), if the Contest is being such contest shall be controlled by Buyerthe Indemnified Parties, and the Indemnifying Parties agree to cooperate fully with the Indemnified Parties and their Affiliates in pursuing such contest. In connection with any such contest the Indemnified Parties shall (A) consult with the Indemnifying Parties or their Affiliate and shall not enter into any settlement with respect to pay any such Tax Claim without the Indemnifying Parties' prior written consent, which consent shall not be unreasonably withheld or delayed; (in whole B) keep the Indemnifying Parties informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to the Indemnifying Parties of any related correspondence and providing the Indemnifying Parties with a reasonable opportunity to review and comment on any related correspondence prior to being sent by the Indemnified Parties to any Governmental Authority); and (C) at the Indemnifying Parties' own cost and expense, grant the Indemnifying Parties (or in parttheir Affiliate) the subject Taxes prior to, or during, right to participate in (but not to control) the course defense of such Contest)Tax Claim. In the case Nothing contained herein shall be construed as limiting any party's right to indemnification under this Article VIII. (d) If an Indemnifying Party makes a payment to an Indemnified Party in respect of a Tax that Claim, and the Indemnified Party is contested entitled to recover from any person (other than an Affiliate) any sum in accordance with respect of the provisions Tax Claim (an "Unrelated Party"), the Indemnified Party shall (i) notify the Indemnifying Party and keep them fully informed, (ii) co-operate fully to take all reasonable steps to enforce recovery against the Unrelated Party, at the written request and cost of Section 3 the Indemnifying Party, and (iii) account to the Indemnifying Party for any sums recovered from the Unrelated Party, net of this Annex Tax, costs and for which payment is stayed until a date no earlier than expenses suffered. (e) Notwithstanding anything to the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contrary contained in an Internal Revenue Service Form 870 or other comparable form or otherwisethis Agreement, or other document or agreement, such as a closing agreement the procedure for indemnification claims with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect regard to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredTaxes shall be governed exclusively by Article VIII.

Tax Indemnification Procedures. (a) After If a claim shall be made by any Tax authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "TAX INDEMNIFYING PARTY") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnified Party shall take such action in connection with contesting such claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided that (i) within 30 days after the notice described in Section 7.05(a) has been delivered (or such earlier date that any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party Taxes is due by the indemniteeTax Indemnified Party but in no event sooner than five days after the Tax Indemnifying Party's receipt of such notice), provided the Tax Indemnifying Party requests that such claim be contested, (ii) the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the indemnitor Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys' and accountants' fees and disbursements, and (iii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of such claim for at least 30 days (or such shorter period as may be required by applicable law) after the giving of the notice required by Section 7.05(a), shall give to the Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (c) Subject to the provisions of Section 7.05(b), the Tax Indemnified Party shall only enter into a settlement of such contest with the applicable taxing authority or prosecute such contest to a determination in a court or other tribunal of initial or appellate jurisdiction as instructed by the Tax Indemnifying Party. (d) If, after actual receipt by the Tax Indemnified Party of an amount advanced by the Tax Indemnifying Party pursuant to this Section 7.05, the extent of the liability of the Tax Indemnified Party with respect to the claim shall be established by the final judgment or decree of a court or other tribunal or a final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable taxing authority and any recovery of legal fees from such taxing authority, net of any Taxes as are required to be paid by the Tax Indemnified Party with respect to such refund, interest or legal fees. Notwithstanding the foregoing, the Tax Indemnified Party shall not be required to make any payment earlier than five (5) Business Days hereunder before it is such time as the Tax Indemnifying Party shall have made all payments or indemnities then due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject Indemnified Party pursuant to appeal or as to which the time for appeal has expiredthis Agreement.

Tax Indemnification Procedures. (a) After If a claim ("Tax Indemnified Claim") shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party under this Agreement (referred to herein as the "Tax Indemnified Party"), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "Tax Indemnifying Party") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxesfact. (b) Payment by an indemnitor The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of any amount due the Tax Indemnified Claim, and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by time, including the indemnitee that payment selection of such amounts to counsel and experts and the appropriate Governmental Authority or other applicable third party is due by the indemniteeexecution of powers of attorney, provided that the indemnitor Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including reasonable attorneys' and accountants' fees and disbursements. The Tax Indemnified Party shall not be required to make any payment earlier than five of such claim for at least 30 days (5or such shorter period as may be required by applicable Law) Business Days before it is due after the giving of the notice required by Section 7.5(a), shall give to the appropriate Governmental Authority Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authorityc) or applicable third party (for this purpose, Taxes shall be due Subject to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until 7.5(b), the Tax Indemnified Party shall only enter into a date no earlier than the date of a “final determination,” payment settlement of such contested Tax will not be considered due earlier than contest with the date applicable Taxing Authority or prosecute such contest to a “final determination” to such effect is made by such Tax authority or determination in a court. For this purpose, a “final determination” shall include a settlement, compromise, court or other agreement with tribunal of initial or appellate jurisdiction as instructed by the relevant Tax authorityIndemnifying Party. (d) If, whether contained in after actual receipt by the Tax Indemnified Party of an Internal Revenue Service Form 870 or other comparable form or otherwiseamount advanced by the Tax Indemnifying Party pursuant to this Section 7.5, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction that is not subject legal fees from such Taxing Authority, net of any Taxes as are required to appeal be paid by the Tax Indemnified Party with respect to such refund, interest or as legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to which the time for appeal has expiredany other Tax Items).

Tax Indemnification Procedures. (a) After the Closing, Buyer each party to this Agreement shall promptly notify the other party (and in any event within sixteen (16or the Representative as the case may be) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer such party from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be such other party is liable pursuant to Section 1 of this Annex I7.3; provided, however, that a failure to give such notice will not affect Buyersuch other party’s rights to indemnification under this Annex IArticle VII, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the failure to notify Seller adversely affects Parent, Seller, extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) other document received from any Governmental Authority or any other Person in respect of any such Taxesasserted Tax Liability. (b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I Article VII shall be made within twenty (20) ten days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, ; provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 7.5, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority Governmental Authority or a court. For this purpose, a “final determination” shall include mean a settlement, compromise, or other agreement with the relevant Tax authorityGovernmental Authority, whether contained in an Internal Revenue Service IRS Form 870 or other comparable form form, or otherwise, or other document or agreementsuch procedurally later event, such as a closing agreement with the relevant Tax authorityGovernmental Authority, an agreement contained in Internal Revenue Service IRS Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax authority or a court or the relevant state, local or foreign tribunal Government Authority has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (c) Any payments required pursuant to this Article VII that are not made within the time period specified in this Section 7.4 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax.

Tax Indemnification Procedures. (a) After If a claim, audit, examination or other proceeding ("Tax Claim") shall be made by any Taxing Authority that, if successful, would result in the Closingindemnification of a Party (or other Buyer Tax Indemnitee) under this Agreement (referred to herein as the "Tax Indemnified Party"), Buyer the Tax Indemnified Party shall promptly notify the party obligated under this Agreement to so indemnify (and in any event within sixteen (16referred to herein as the "Tax Indemnifying Party") calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex Isuch fact; provided, however, that a the failure of the Tax Indemnified Party to give such notice will so notify the Tax Indemnifying Party shall not affect Buyer’s rights to indemnification under this Annex I, release the Tax Indemnifying Party from its obligations hereunder except to the extent that such failure materially prejudices the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such TaxesTax Indemnifying Party's position. (b) Payment by an indemnitor The Tax Indemnified Party shall, at its sole cost, be entitled to contest all Tax Claims except that the Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee Tax contest that payment of such amounts is related exclusively to the appropriate Governmental Authority or other applicable third party liability of any Taxes , the entire amount of which the Tax Indemnifying Party acknowledges in advance in writing is due by recoverable from the indemniteeTax Indemnifying Party hereunder. If the Tax Indemnifying Party provides such written acknowledgement to the Tax Indemnified Party, the Tax Indemnified Party shall take such action in connection with contesting a Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that the indemnitor Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such Tax Claim, including, without limitation, reasonable attorneys' and accountants' fees and disbursements. The Tax Indemnified Party may elect to participate, at its sole cost, in any Tax contest controlled by the Tax Indemnifying Party with counsel of its choice. The Tax Indemnified Party shall not be required to make any payment earlier than five of such claim for at least 30 days (5or such shorter period as may be required by applicable Law) Business Days before it is due after the giving of the notice required by Section 7.5(a), shall give to the appropriate Governmental Authority (whether Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in connection with good faith in order to contest effectively any such claim. With respect to any Tax Claims for which a Tax Return or Indemnifying Party is partially liable, the imposition or assessment Tax Indemnifying Party may elect to participate, at its sole cost, in any Tax contest controlled by the Governmental Authority) or applicable third party (for this purposeTax Indemnified Party with counsel of its choice and the Tax Indemnified Party may not enter into a settlement of such a Tax Claim, Taxes shall be due to a Governmental Authority if without the Taxes are being contested but as part written consent of contesting such Taxthe Tax Indemnifying Party, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall consent will not be unreasonably withheld; provided, delayed or conditioned)however, that if the Contest is being controlled by Buyer) Tax Indemnified Party notifies the Tax Indemnifying Party that it wishes to pay (in whole or in part) settle such a Tax Claim and the subject Taxes prior to, or duringTax Indemnifying Party reasonably refuses to consent to such settlement, the course Tax Indemnifying Party shall be required to continue such Tax contest at its sole expense, and the indemnification obligation of the Tax Indemnifying Party shall be expanded to include any Taxes incurred by the Tax Indemnified Party in excess of the amount computed as though the settlement for which such Contest). In the case of a Tax that is contested in accordance with consent was sought had been implemented. (c) Subject to the provisions of Section 3 7.5(b), the Tax Indemnified Party shall only enter into a settlement of this Annex a contest of a Tax Claim that the Tax Indemnifying Party has the right to control with the applicable Taxing Authority or prosecute such contest to a determination in a court or other tribunal of initial or appellate jurisdiction as instructed by the Tax Indemnifying Party; provided, however, that if the Tax Indemnifying Party notifies the Tax Indemnified Party that it wishes to settle a Tax contest, the Tax Indemnified Party may elect to continue such Tax contest at its sole expense, and the indemnification obligation of the Tax Indemnifying Party shall be limited to the amount of such indemnification obligation computed as though the settlement for which payment is stayed until a date no earlier than such consent was sought had been implemented. (d) If, after actual receipt by the date Tax Indemnified Party of a “final determination,” payment of such contested an amount advanced by the Tax will not be considered due earlier than Indemnifying Party pursuant to this Section 7.5, the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) extent of the Code, a deficiency notice liability of the Tax Indemnified Party with respect to which the period for filing a petition with claim shall be established by the Tax authority final judgment or decree of a court or the relevant state, local or foreign other tribunal has expired or a decision final and binding settlement with an administrative agency having jurisdiction thereof, the Tax Indemnified Party shall promptly repay to the Tax Indemnifying Party the amount advanced to the extent of any court refund received by the Tax Indemnified Party with respect to the claim together with any interest received thereon from the applicable Taxing Authority and any recovery of competent jurisdiction that is not subject legal fees from such Taxing Authority, net of any Taxes as are required to appeal be paid by the Tax Indemnified Party with respect to such refund, interest or as legal fees (calculated at the maximum applicable statutory rate of Tax in the year of recovery without regard to which the time for appeal has expiredany other Tax Items).

Tax Indemnification Procedures. (a) The Escrow Agent will (i) hold the Tax Indemnity Escrow Amount in a segregated account (the “Tax Indemnity Escrow Account”) for a period of two (2) years following the Closing Date (the “Tax Indemnity Escrow Period”), and (ii) hold the Special Tax Indemnity Escrow Amount in a segregated account (the “Special Tax Indemnity Escrow Account”) for a period until the Special Tax Indemnity Escrow Date (the “Special Tax Indemnity Escrow Period”), unless otherwise directed by mutual written consent of the Representative and the Buyer. The Tax Indemnity Escrow Account, or the Special Tax Indemnity Escrow Account, respectively, shall be used exclusively to satisfy the Sellers’, the NewCo’s, the applicable Seller Family Members’ obligations under Section 8.2(a) and shall be held, disbursed and released by the Escrow Agent in accordance with the Escrow Agreement and this Agreement (provided, that in the event of a conflict between the terms of the Escrow Agreement and this Agreement, the terms of this Agreement shall govern). The Tax Indemnified Buyer Parties shall have the right to receive payments from the Tax Indemnity Escrow Account or the Special Tax Indemnity Escrow Account, as applicable, to satisfy the indemnification obligations of the Sellers, the NewCos and Seller Family Members under Section 8.2(a). Upon the expiration of the Tax Indemnity Escrow Period or the Special Tax Indemnity Escrow Period, as applicable, Buyer and the Representative shall cause the Escrow Agent to deliver to the Representative, for onward distribution to the applicable NewCo, the remainder of the Tax Indemnity Escrow Amount or the Special Tax Indemnity Escrow Amount, as applicable, if any, provided, that with respect to any claim asserted prior to such date, adequate funds shall remain in the Tax Indemnity Escrow Account or the Special Tax Indemnity Escrow Account, as applicable, until any such claim is finally resolved, at which point such funds shall either be released to the Buyer in satisfaction of such claim or released to the applicable NewCo, depending on the outcome of the claim. (b) After the ClosingClosing during the Tax Indemnity Escrow Period or the Special Tax Indemnity Escrow Period, as applicable, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller the Representative in writing (such notification, a “Tax Indemnity Claim”) of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be Sellers and/or the NewCos are liable pursuant to Section 1 of this Annex I8.2(a); provided, however, that a failure to give such notice will not affect Buyer’s any Tax Indemnified Buyer Parties’ rights to indemnification under this Annex IArticle VIII, except to the extent that such Sellers and/or the failure NewCos are actually prejudiced thereby. The Tax Indemnity Claim shall contain factual information (to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest the extent known) describing the asserted Tax liability (as defined in Section 3 of this Annex I) in respect of such Taxes. (b) Payment by an indemnitor of any amount including the amounts due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority) and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability. (c) In the event a Tax Indemnity Claim is delivered to the Representative by the Buyer, the Buyer and the Representative shall promptly execute a joint release to direct the Escrow Agent to release from the Tax Indemnity Escrow Account or the Special Tax Indemnity Escrow Account, as applicable, to the applicable Tax Indemnified Buyer Party as requested by Xxxxx in writing, the amounts due to Governmental Authority or applicable third party is due by as set out in the indemniteeTax Indemnity Claim, within ten (10) days following the Representative’s receipt of the Tax Indemnity Claim; provided that the indemnitor Representative shall not be required to execute such joint release to direct the Escrow Agent to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest)party. In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” 8.4, payment of such contested Tax will not be considered due earlier than the date a “final determination” Final Determination to such effect is made by such Governmental Authority. (d) All amounts required to be paid pursuant to this Article VIII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the Tax authority or Indemnified Buyer Party. (e) Any payments required pursuant to this Article VIII that are not made within the time period specified in this Section 8.3 shall bear interest at a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with rate and in the relevant Tax authority, whether contained manner provided in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(aCode for interest on underpayments of federal income Tax. (f) of the Code, a deficiency notice Except with respect to which Section 11.8, Section 11.9, Section 11.10, Section 11.11, and Section 11.12, this Article VIII shall govern exclusively with respect to the period for filing a petition with the Tax authority or a court or the relevant statematters addressed by Section 8.2, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expiredSection 8.3, and Section 8.4.

Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against the commencement of an audit received by Buyer from any Governmental Authority Company or any other Person Company Subsidiary by any taxing authority with respect to Taxes for which Parent or Seller may be liable pursuant one party to Section 1 this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of this Annex Ithe Tax Claim along with a copy of the relevant Tax Claim notice; provided, however, provided that a the failure by either party to give promptly notify the other of any such notice will shall not affect Buyer’s rights to indemnification release the other party from its obligations under this Annex I, Article VIII except to the extent that the failure to notify Seller indemnifying party is materially and adversely affects Parent, Seller, or their ability to adequately defend prejudiced as a Contest (as defined in Section 3 of this Annex I) in respect consequence of such Taxesfailure. (b) Payment With respect to Tax Claims for which Seller would be liable to indemnify Buyer Indemnitees, Seller may, upon written notice to Buyer (such written notice to be provided by an indemnitor the earlier of any amount due to an indemnitee under this Annex I shall be made within twenty (20i) thirty (30) days following written after notice by the indemnitee that payment of such amounts thereof has been given to the appropriate Governmental Authority or other applicable third party is due by the indemniteeSeller, provided that the indemnitor shall not be required to make any payment earlier than five and (5ii) three (3) Business Days before it is due prior to the appropriate Governmental Authority (whether in connection with a Tax Return date required to answer or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due respond to a Governmental Authority if the Taxes are being contested but as part of contesting any such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditionedclaim), if assume and control the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course defense of such Contest)Tax Claim at its own cost and expense and with its own counsel and Buyer and its Affiliates agree to cooperate with Seller in pursuing such contest. In the case of any Tax Claim other than a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement or other document that constitutes a “determination” under Section 1313(a) of the Code, a deficiency notice Claim with respect to any consolidated, combined or unitary Tax Return that includes Seller Parent, Seller or any of their respective Affiliates, if Seller elects to assume the defense of any such Tax Claim, (A) Seller shall consult with Buyer or its Affiliate and shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed, or if such settlement could adversely affect Buyer (or any of its Affiliates), the Company or any Company Subsidiary for any taxable period for filing which Seller has not indemnified Buyer pursuant to Section 8.3, without the consent of Buyer; (B) Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence and providing Buyer with a petition reasonable opportunity to review and comment on any related correspondence prior to being sent by Seller to any Tax authority); and (C) at its own cost and expense, Buyer (or its Affiliate) shall have the right to participate in (but not to control) the defense of such Tax Claim. (c) In connection with the Tax authority or a court or the relevant state, local or foreign tribunal has expired or a decision contest of any court Tax Claim that relates to (i) any Post-Closing Period, (ii) any Straddle Period and (iii) any Tax Claim that Seller has the ability to control but does not timely elect to control pursuant to Section 8.5(b), such contest shall be controlled by Buyer, and Seller agrees to cooperate fully with Buyer and its Affiliates in pursuing such contest. In connection with any such contest that relates to (ii) or (iii) above, (A) Buyer shall consult with Seller Parent or its Affiliate and shall not enter into any settlement with respect to any such Tax Claim without Seller Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed, or, in the case of competent jurisdiction that is (ii), if such settlement could adversely affect Seller Parent (or any of its Affiliates), without the consent of Seller Parent; (B) Buyer shall keep Seller Parent informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to Seller Parent of any related correspondence and providing Seller Parent with a reasonable opportunity to review and comment on any related correspondence prior to being sent by Buyer to any Tax authority); and (C) at its own cost and expense, Seller Parent (or its Affiliate) shall have the right to participate in (but not subject to appeal control) the defense of such Tax Claim. Nothing contained herein shall be construed as limiting Buyer’s (or as any Buyer Indemnitee’s) right to which indemnification under this Article VIII. (d) Notwithstanding anything to the time contrary contained in this Agreement, the procedure for appeal has expiredindemnification claims with regard to Taxes or otherwise brought pursuant to this Article VIII shall be governed exclusively by this Section 8.5 and Section 8.11.