Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) Buyer shall, upon receipt of notice thereof by Company, notify the Members of any written communication from a Tax authority with respect to any pending Tax Proceeding involving a Pre-Acquisition Tax Liability. Buyer shall include with such notification a copy of the written communication so received by Company. (ii) The Company Securityholder Representative Buyer shall have responsibility and authority to represent the rightinterests of the Company in any Tax Proceeding relating to Pre-Acquisition Taxable Periods and Straddle Periods and to employ counsel of its choice in connection therewith; provided, however, that Members shall be permitted to participate in any such Tax Proceedings and all hearings related thereto at the expense of the Members; and provided further, that, without the prior written consent of the Members, which shall not be unreasonably withheld, the Buyer shall not agree to settle or compromise any such Tax Proceeding and/or any Pre-Acquisition Tax Liability issue arising therein if such settlement can reasonably be expected to result in a material increase in the Pre-Acquisition Tax Liabilities for which the Members are responsible hereunder, provided, however, the consent of the Members to such settlement or compromise shall not be required hereunder if the failure to settle or compromise the Tax Proceeding or an issue arising therein can reasonably be expected to result in an adverse effect on the Company Equity Holders (orfollowing the Closing. The Members, promptly upon demand from the Buyer, shall pay the reasonable costs and expenses, including attorney fees, incurred by Buyer in connection with any such Tax Proceedings, provided, however, in the case of any Tax Proceeding or other claim related to Taxes a Straddle Period which involves Tax Liabilities for which Members are indemnified pursuant responsible hereunder and Tax Liabilities attributable to Section 6.2(h)the Post-Closing Period for which Members are not responsible, out of the Additional Escrow Account)Buyer, on the one hand, and the Members, on the other hand, shall jointly bear the costs and expenses thereof as allocated between them on an equitable basis. (iii) All notices to control any Members provided for hereunder shall be deemed delivered to each Member upon receipt thereof either directly by the Member. The Members shall proportionately pay all Tax Proceeding, initiate any claim Liabilities and costs and expenses for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of which the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which Members are indemnified pursuant to Section 6.2(h)responsible hereunder; provided, however, the Company Securityholder Representative Members shall inform the Surviving Pubco of the status of any be jointly and severally liable for all such proceedingsTax Liabilities, costs and expenses. (iv) The Member shall provide the Surviving Pubco (at the Surviving Pubco’s cost furnish to Buyer such information and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may be reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled requested by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably requestBuyer, and shall consult otherwise reasonably cooperate with the Company Securityholder Representative prior to the settlement Buyer, in connection with Buyer's conduct of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceedings described herein.

Tax Proceedings. The Company Securityholder Representative Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the LLC which may give rise to a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates, shall promptly notify such other parties within 10 Business Days of the receipt of such notice. Each of the parties agrees to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or other Proceeding to the extent that such Proceeding could affect a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates. Seller shall have the right, at right to represent the expense of the Company Equity Holders (or, LLC in the case of any Tax Proceeding or other claim related and to Taxes which are indemnified pursuant employ counsel of its choice, but reasonably satisfactory to Section 6.2(h)Buyer, out of at its expense, but only to the Additional Escrow Account), extent such Proceeding pertains to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period periods ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, that would affect the Company Securityholder Representative shall inform the Surviving Pubco computation of the status Tax liability of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shareholders. Buyer shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, Proceeding at its own expense, and shall be entitled to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case disposition of any issue involved in such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes Proceeding which affects a potential liability of the Company or any of its Subsidiaries for a taxable period that includes but does LLC and would not end on affect the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative computation of the status Tax liability of any such proceedings, Seller’s shareholders. Both Buyer and Seller shall provide be entitled to represent their own interests in light of their responsibilities for the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representativerelated Taxes, at its their own expense, shall have the right to participate in, but not direct, the prosecution in any audit or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to other Proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 8.1(e), neither party shall, without the consent of the other, agree to any settlement described in this Section 7.1(e) with respect to any Tax if such settlement could adversely affect any Tax liability of the other party or its shareholders or Affiliates, such consent not to be unreasonably withheld.

Tax Proceedings. The Company Securityholder Representative (i) Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a “Tax Proceeding”), the applicable Party shall inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party’s obligation to indemnify a Party or its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a result of such failure to notify. (ii) With respect to a Tax Proceeding for any Pre-Closing Tax Period (other than a Straddle Period), Buyer shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Buyer’s expense, to control any attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Seller elects not to any and all Taxes of control the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status conduct of any such proceedingsTax Proceeding, Buyer shall provide control the Surviving Pubco conduct of such Tax Proceeding at Buyer’s expense, and Seller shall have the right (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Surviving Pubco may reasonably request and participate in such Tax Proceeding. Neither Buyer nor Seller shall reasonably consult with the Surviving Pubco prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior other Party, such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. (iii) With respect to a Tax Proceeding for any Straddle Period, Buyer shall control the conduct of such Tax Proceeding; provided, furtherhowever, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Seller shall have the right, at its own Seller’s expense, to control any other attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Buyer or any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Buyer elects not to Taxes with respect to an Acquired Company; provided, that in control the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of Seller shall control the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice conduct of such proceedingTax Proceeding at Seller’s expense, and (B) Buyer shall have the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative right (at the Company Securityholder RepresentativeBuyer’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Company Securityholder Representative may reasonably request, and participate in such Tax Proceeding. Neither Buyer nor Seller shall consult with the Company Securityholder Representative prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Company Securityholder Representative prior other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iv) Notwithstanding any other provision in this Agreement to the settlement contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in Affiliates (other than the Sale Entities) and (2) any taxable period Seller Consolidated Tax Return, and (or portion thereofB) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of Buyer or any of its Affiliates (other than the Sale Entities) and (2) any Consolidated Tax Return and that includes a Sale Entity, on the one hand, and Buyer or any Affiliate of Buyer (other than another Sale Entity), on the other hand. Buyer shall have no right to attend or participate inin any Tax Proceeding described in Section 5.3(d)(iv)(A), but not direct, the prosecution or defense to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Seller or any of its Affiliates (other than any Sale Entity). Seller shall have no right to attend or participate in any Tax Proceeding controlled by described in Section 5.3(d)(iv)(B), or to receive copies of any correspondence or other information related to any Tax Proceeding to the Surviving Pubco that relates extent such Tax Proceeding, correspondence, or other information includes or pertains to a taxable period that includes but does Buyer or any of its Affiliates (other than any Sale Entity). For the avoidance of doubt and notwithstanding anything herein to the contrary, this Section 5.3(d), and not end on the Closing DateSection 10.2, shall exclusively govern with respect to any Tax Proceeding.

Tax Proceedings. The Company Securityholder Buyer and the Seller Representative shall have the right, at the expense promptly notify each other upon receiving notice of any pending or threatened Tax proceeding that could result in Tax liability for any member of the Company Equity Holders (orGroup with respect to a Pre-Closing Tax Period or a Straddle Period, in the case of any Tax Proceeding or other claim related that relates to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to a Flow-Through Return. The Seller Representative shall control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating proceeding (i) with respect to any and all Taxes a member of the Company and its Subsidiaries for Group that relates solely to any taxable Tax period ending on or before prior to the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided(including, howeverfor the avoidance of doubt, the final IRS Form 1065 of the Company), (ii) with respect to any Flow-Through Return for a Pre-Closing Tax Period and (iii) with respect to any other Flow-Through Return to the extent such proceeding would not result in any Tax liability for which Buyer or any member of the Company Securityholder Group (other than other Company Group GP Entities) would be responsible. The Buyer and the Seller Representative shall inform jointly control any Tax proceeding with respect to a Flow-Through Return not described in clause (ii) or clause (iii) immediately above (i.e., a Flow-Through Return to the Surviving Pubco extent such proceeding would result in any Tax liability for which Buyer or any member of the status Company Group (other than other Company Group GP Entities) would be responsible. The Buyer shall control all other Tax proceedings with respect to the members of the Company Group (other than Tax proceedings that relate to Tax Returns of the Company Group GP Entities that are not Flow-Through Returns). The Seller Representative shall consult with the Buyer regarding any Tax proceeding with respect to a Flow-Through Return or with respect to the members of the Company Group that the Seller Representative controls and, in each case, that could result in Tax liability for a member of the Company Group, provide the Buyer with information and documents related thereto, permit the Buyer or its representative to attend and participate in any such proceedings, shall provide the Surviving Pubco (Tax proceeding at the Surviving PubcoBuyer’s sole cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of not settle any such proceedings and shall obtain Tax proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Buyer (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative). the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and The Buyer shall consult with the Seller Representative regarding any other Tax proceeding with respect to a member of the Company Securityholder Group that the Buyer controls and that could result in Tax liability for any Seller or any member of the Company Group in respect of which the Sellers may become obligated to make any indemnity payment pursuant to Section 11, provide the Seller Representative prior with information and documents related thereto, permit the Seller Representative to the settlement of attend and participate in any such proceedings Tax proceeding at the Seller Representative’s sole cost and shall obtain expense, and, solely with respect to any such tax proceeding that would give rise to Tax liability for any Seller or any member of the prior written Company Group, not settle any such Tax proceeding without the consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). The provisions of this Section 10.2(b) shall apply notwithstanding anything to the contrary in Sections 11.6, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution 11.7 or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date11.8.

Tax Proceedings. The Company Securityholder Representative (a) Each of SV, New Diamond and its Subsidiaries, on the one hand, and Onyx, its Designated Affiliates, the Retained Entities and their respective Subsidiaries, on the other hand, shall provide prompt notice to the other party of any claim, assessment or dispute of which it becomes aware related to Taxes for which it is indemnified by the other party under Section 4.1. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) In the case of any Tax Proceeding, the Controlling Party shall have the rightsole right to control, at contest, resolve and defend the expense Tax Proceeding (including having the right to determine whether and when to settle the Tax Proceeding); provided, however, that, except in the case of the Company Equity Holders (orExclusive Tax Proceedings, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of Pre-Closing Period or Straddle Period in which the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could outcome would reasonably be expected to adversely affect result in an increase in liability for Taxes with respect to which the Surviving Pubco Non-Controlling Party or any Affiliate thereof is liable under this Separation Agreement or with respect to which such Non-Controlling Party or Affiliate is liable at law and with respect to which such Non-Controlling Party or Affiliate is not entitled to indemnification under this Separation Agreement, (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) the Non-Controlling Party shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an Acquired Company opportunity to comment before submitting any written materials prepared or furnished in any taxable period ending after connection with such Tax Proceeding, (v) the Closing DateControlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (vi) except in the case of a Tax Proceeding in respect of a Tax Return of a Retained Entity on which consent are reportable Taxes for which only SV and New Diamond are responsible under Section 4.1, the Non-Controlling Party shall be entitled to participate in (but not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubcocontrol) such Tax Proceeding, at its own expense, and (vii) the Controlling Party shall have not settle such Tax Proceeding without the right consent of the Non-Controlling Party which shall not be unreasonably withheld. For purposes of this Section 4.4(b): (i) New Diamond shall be the “Controlling Party” with respect to participate in, but not direct, any Tax Proceeding in respect of (A) a Tax Return referred to in Section 4.4(c) (and any adjustment to a state or local Income Tax Return required as a result of the prosecution or defense outcome of any Tax Proceeding with respect to such a Tax Return), (B) (except in the case of a Non-Income Tax Return on which Taxes for which Onyx is responsible under Section 4.1 are reportable) any Tax Return of New Diamond or a New Diamond Entity (such Tax Proceedings controlled by described in clauses (A) or (B), collectively, the Company Securityholder Representative. the Surviving Pubco “Exclusive Diamond Proceedings”) and there shall have the right, at its own expense, to control any other be no “Non-Controlling Party” in respect of such a Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes , (ii) Onyx shall be the “Controlling Party” with respect to an Acquired Company; providedany Tax Proceeding in respect of a Tax Return referred to in Section 4.4(d) (the “Exclusive Onyx Proceedings,” and, that together with the Exclusive Diamond Proceedings, the “Exclusive Tax Proceedings”) and there shall be no “Non-Controlling Party” in respect of such a Tax Proceeding, (iii) except in the case of Exclusive Tax Proceedings, in the case of any Tax Proceeding in respect of (A) any Income Tax Return of a Retained Entity for a Straddle Period, (B) any Tax Return of a Retained Entity on which are reportable only Taxes for which SV and New Diamond are responsible under Section 4.1 or (C) a Non-Income Tax Return on which are reportable Non-Income Taxes for which both SV and New Diamond, on the one hand, and Onyx and the Company, on the other hand, are responsible under this Separation Agreement, if Onyx and the Company are responsible under this Separation Agreement for more than half the Taxes reported on the Tax Return, then Onyx shall be the “Controlling Party” and New Diamond shall be the “Non-Controlling Party”; otherwise New Diamond shall be the “Controlling Party” and Onyx the “Non-Controlling Party” with respect to such Tax Proceeding, (c) Notwithstanding any other provision of this Separation Agreement, claim for refundneither Onyx, contestits Designated Affiliates, assessment, deficiency the Retained Entities nor any of their respective Subsidiaries or other adjustment or proposed adjustment relating Affiliates shall be entitled to Taxes participate in any Tax Proceeding with respect to any Tax Return of the Company Affiliated Group or any of its Subsidiaries for a taxable period that United States consolidated federal Income Tax Return which includes but does not end on the Closing Date and New Diamond or SV or any other consolidated, combined or unitary Tax Return which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)includes New Diamond, (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative any New Diamond Entity or any member of the status New Diamond Seller Group, nor shall Onyx, its Designated Affiliates, the Retained Entities nor any of their respective Subsidiaries or Affiliates be entitled to any such proceedings, shall provide the Company Securityholder Representative information (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior except to the settlement of extent relating solely to any such proceedings and shall obtain Retained Entity, the prior written consent of the Company Securityholder Representative prior Retained Business, or any Retained Asset, which may include pro forma information relating solely to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directRetained Entities, the prosecution Retained Business or defense of a Retained Asset) regarding any such Tax Return (or any Tax Returns of New Diamond). (d) Notwithstanding any other provision of this Separation Agreement, neither SV, New Diamond, any New Diamond Entity nor any of their respective Subsidiaries or Affiliates shall be entitled to participate in any Tax Proceeding controlled by with respect to any Tax Return of any Retained Entity for a Post-Closing Period other than a Straddle Period (or any consolidated, combined or unitary Tax Return for a Post-Closing Period, other than a Straddle Period, which includes any Retained Entity), unless such Tax Return includes New Diamond or a New Diamond Entity, nor shall SV, New Diamond, any New Diamond Entity nor any of their respective Subsidiaries or Affiliates be entitled to any information (except to the Surviving Pubco that relates extent relating solely to any Retained Entity, the Retained Business or any Retained Asset which may include pro forma information relating solely to the Retained Entities, the Retained Business, or a taxable period that includes but does not end on the Closing DateRetained Asset) regarding any such Tax Return.

Tax Proceedings. The Company Securityholder Representative shall have the right(a) Notwithstanding any other provision of this Agreement, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding Trimble or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, designees shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, elect to control any other Tax ProceedingProceeding on behalf of any member of the Company Group that relates to any Taxes described in Section 9.8(a) (each, initiate a “Trimble Tax Contest”). Any member of the Company Group shall promptly notify Trimble in writing upon receiving notice from any other claim for refundTax Authority of the commencement of any Trimble Tax Contest, and contest, resolve and defend against any other assessment, notice AGCO shall take all actions reasonably requested of deficiency, it that are reasonably necessary (including providing a power of attorney) to enable Trimble or other adjustment or proposed adjustment relating its designees to Taxes with respect to an Acquired Company; provided, that exercise its control rights as set forth in this Section 9.4. In the case of any such Trimble Tax Proceeding, claim for refund, contest, assessment, deficiency Contest of or other adjustment or proposed adjustment relating to Taxes the Company Group that reasonably would be expected to give rise to any material Tax of the Company or Group for any of its Subsidiaries for a taxable period that includes but does not end on the Post-Closing Date and which is Period, Trimble or its designees shall not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of settle such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Trimble Tax Contest without the prior written consent of the Company Securityholder Representative prior Group (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any payment resulting from such Trimble Tax Contest shall be made directly by the Xxxxxxx Group to the settlement applicable Tax Authority, to the extent permitted by applicable Law. (b) Notwithstanding any other provision of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative this Agreement, AGCO or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, designees shall have the right to participate in, but not direct, the prosecution or defense elect to control any Tax Proceeding on behalf of any such Tax Proceeding controlled by the Surviving Pubco JCA Entity that relates to any Taxes described in Section 9.8(b) (each, a taxable period “AGCO Tax Contest”). Any JCA Entity shall promptly notify AGCO in writing upon receiving notice from any Tax Authority of the commencement of any AGCO Tax Contest, and Trimble shall take all actions reasonably requested of it that includes but does are reasonably necessary (including providing a power of attorney) to enable AGCO or its designees to exercise its control rights as set forth in this Section 9.4. In the case of any AGCO Tax Contest of or relating to any JCA Entity that reasonably would be expected to give rise to any material Tax of any JCA Entity for any Post-Closing Date Period, AGCO or its designees shall not end on settle such AGCO Tax Contest without the Closing Dateprior written consent of such JCA Entity (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any payment resulting from such AGCO Tax Contest shall be made directly by the AGCO Group to the applicable Tax Authority, to the extent permitted by applicable Law.

Tax Proceedings. The Company Securityholder Representative From and after the Closing, Buyer Parent shall have the right, at the expense notify Seller Parent in writing within thirty (30) calendar days of receipt by Buyer or any of its Affiliates (including any member of the Company Equity Holders Transferred Group) of notice, with respect to a Pre-Closing tax Period or a Straddle Period, of (ori) any pending or threatened Tax audits or assessments that may give rise to Liabilities for Taxes and (ii) any Claims that may give rise to amounts, in the each case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h(i) and (ii), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that Sellers could reasonably be expected to indemnify the Buyer Indemnified Parties pursuant to Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to a Seller (a “Tax Contest Claim”), provided that any failure to comply with this provision shall not affect any Buyer Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Seller Parent’s ability to defend against such Tax Contest Claim. Sellers shall notify Buyer Parent in writing within thirty (30) days of receipt by any Seller or any Affiliate of any Seller of notice of any pending or threatened Tax audit, assessment or other Proceeding regarding (x) the Acquired Assets (y) any member of the Transferred Group and (z) the Business, provided that any failure to comply with this provision shall not affect any Seller Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Buyer Parent’s ability to defend against such audits, assessments, and Claims. Seller Parent shall, at its own cost and expense, control the defense employing counsel of its choice of any Tax Contest Claim to the extent that such Tax Contest Claim would not reasonably be expected to materially adversely affect the Surviving Pubco Tax liability of Buyer Parent or an Acquired Company any of its Affiliates (including any member of the Transferred Group), provided that Seller Parent shall keep Buyer Parent reasonably informed of the progress of any such Tax Contest Claim (and permit Buyer Parent to participate in such Tax Contest Claim at Buyer Parent’s own expense) and shall not agree to any taxable period ending after settlement without receiving the Closing DateBuyer Parent’s prior written consent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. To the extent a Tax Contest Claim would reasonably be expected to materially adversely affect the Tax liability of Buyer Parent or any of its Affiliates (including any member of the Transferred Group), further, that the Surviving PubcoBuyer Parent shall, at its own cost and expense, shall have control the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any employing counsel of its Subsidiaries for a taxable period choice, provided that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) Buyer Parent shall use its best efforts to separate the Surviving Pubco shall provide issues in all material respects into those for which the Company Securityholder Representative written notice of such proceeding, Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller and all other issues and (B) Seller Parent (along with counsel and other advisors of its choice) shall be entitled to participate at their sole cost and expense in the Surviving Pubco shall inform defense with respect to the Company Securityholder Representative issues for which the Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller. From and after the Closing, neither Buyer Parent nor any of its Affiliates (including any member of the status Transferred Group) shall agree to settle any Tax Contest Claim that would reasonably be expected to be the subject of any such proceedings, shall provide indemnification by the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may Sellers under Section 12.2 or which would otherwise reasonably request, and shall consult with the Company Securityholder Representative prior be expected to result in material adverse Tax consequences to the settlement of any such proceedings and shall obtain Seller without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) In the case of any audit, examination, contest, litigation or other proceeding arising from the transfer of the 2024 Tax Credits brought against Seller with respect to the 2024 Tax Credits (a “Seller Tax Proceeding”), Seller will promptly notify Purchaser of such Seller Tax Proceeding, Seller will have the exclusive right to control such Seller Tax Proceeding (including but not limited to selection of counsel, participation in meetings with the IRS, the preparation and submission of any written materials to the IRS and all other decisions relating to the direction of the defense of such Seller Tax Proceeding) and Seller shall keep Purchaser informed of any developments in such Seller Tax Proceeding. In the case of any audit, examination, contest, litigation or other proceeding brought against Seller with respect to any Excluded Facility Credits (an “Excluded Credit Tax Proceeding”), Seller will promptly notify Purchaser of such Excluded Credit Tax Proceeding. (ii) In the case of any audit, examination, contest, or other administrative proceeding arising from the 2024 Tax Credits brought against Purchaser with respect to the 2024 Tax Credits (a “Purchaser Tax Proceeding”), Purchaser will promptly notify Seller of such Purchaser Tax Proceeding, Seller will have the exclusive right to control such Purchaser Tax Proceeding and Seller shall keep Purchaser informed of any developments in such Purchaser Tax Proceeding and will not settle any Purchaser Tax Proceeding without the consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed). Upon written request from Seller, Purchaser shall use reasonable efforts to (A) transfer any Purchaser Tax Proceeding to Seller with respect to the 2024 Tax Credits and/or (B) request to suspend or otherwise hold in abeyance and keep open any Purchaser Tax Proceeding. To the extent any Excluded Credit Tax Proceeding is ongoing, upon written request from Purchaser, Seller shall use reasonable efforts to request to suspend or otherwise hold in abeyance and keep open any Purchaser Tax Proceeding. (iii) The Company Securityholder Representative Parties agree that (A) Seller shall have the right, right to control any Purchaser Tax Proceeding at Seller’s own expense through the expense administrative phase of the Company Equity Holders (orPurchaser Tax Proceeding and, in the case of any proposed adjustments, in an appeal to the IRS Independent Office of Appeals (and any post-appeals mediation or similar administrative process), including but not limited to the selection of counsel, participation in any meetings with the IRS, the preparation and submission of any written materials to the IRS, and all other decisions regarding the direction of the defense (including forum and settlement decisions) with respect to the Purchaser Tax Proceeding; provided, that Purchaser shall be entitled to participate in such Purchaser Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(hwith counsel of its own choosing (at Purchaser’s sole expense), out (B) without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed) Seller shall not settle such Purchaser Tax Proceeding, and (C) for purposes of any such Purchaser Tax Proceeding, Purchaser shall execute a Form 2848 or such other form, notice or authorization limited to the Purchaser Tax Proceeding for Seller and its counsel. Purchaser shall be permitted to attempt to separate the 2024 Tax Credits from any matters unrelated to the 2024 Tax Credits in the Purchaser Tax Proceeding, and if Purchaser is unable to do so, Seller agrees upon Purchaser’s reasonable request (x) to execute a non-disclosure agreement, attorney’s-eyes-only, and/or common interest/joint defense agreement with Purchaser with respect to such unrelated matters and/or (y) withdraw from any portion of the Additional Escrow AccountPurchaser Tax Proceeding that relates to such unrelated matters. In any event, the Parties shall reasonably cooperate to protect any confidential and proprietary information or tax return information of the other party. (iv) In the case of a proposed adjustment to the 2024 Tax Credits in a Purchaser Tax Proceeding, if the proposed adjustment is not resolved in the administrative, examination or appeals process, Purchaser shall have the right to (A) accept a resolution offer from the IRS examination division or a settlement offer from the IRS Independent Office of Appeals, (B) concede the proposed adjustment to the 2024 Tax Credits, or (C) proceed to litigation. (v) Purchaser will have no obligation to proceed to litigation unless it has received an opinion of counsel jointly selected by Xxxxxxxxx and Seller and paid for by Seller, that there is a “more likely than not” chance of success in any such litigation (the “Litigation Opinion”). If Purchaser does not receive the Litigation Opinion, it may accept a settlement offer, concede the proposed adjustment or decide not to proceed to litigation, and any resulting disallowance or lack of the right to claim any portion of the 2024 Tax Credits shall be treated as a Loss Event and Seller shall have an indemnity obligation to Purchaser with result to any such disallowance or unclaimed portion. However, if Purchaser does receive the Litigation Opinion but subsequently accepts a settlement offer, concedes the proposed adjustment or decides not to proceed to litigation, any resulting disallowance or lack of the right to claim any portion of the 2024 Tax Credits shall not be treated as a Loss Event and Seller shall have no indemnity obligation to Purchaser with result to any such disallowance or unclaimed portion. (vi) If Purchaser decides to proceed to litigation with respect to any proposed adjustment to the 2024 Tax Credits (“Purchaser Litigation,” and, together with a Seller Tax Proceeding and Purchaser Tax Proceeding, a “Tax Proceeding”), Purchaser shall have the right to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Purchaser Litigation through a Purchaser Litigation Final Determination; provided, however, that Seller shall have the Company Securityholder Representative shall inform following participation and consent rights in any Purchaser Litigation: (A) the Surviving Pubco right to participate in the selection of designated lead counsel selected by Purchaser in the Purchaser Litigation; (B) the right to participate in the litigation through its own designated counsel at its own expense; (C) the right to consent to any proposed settlement of the status of any such proceedings, shall provide the Surviving Pubco Purchaser Litigation (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further, provided that Purchaser may at any time accept a proposed settlement of the Surviving Pubco, at its own expense, Purchaser Litigation without the consent of Seller but any resulting disallowance or lack of the right to claim any portion of the 2024 Tax Credits shall not be treated as a Loss Event and Seller shall have no indemnity obligation to Purchaser with result to any such disallowance or unclaimed portion; (D) the right to require any adverse decision to be appealed to a U.S. Court of Appeals; (E) the right to review and comment on any filings in the litigation prepared by Purchaser, which comments Purchaser shall consider in good faith and (F) the right to participate in, but not directin the general strategy of the litigation, the prosecution or defense selection of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refundwitnesses, and contestthe introduction of evidence; provided, resolve however, that Seller’s participation and defend against any other assessmentconsent rights shall be limited to the 2024 Tax Credits and, notice of deficiencysubject to the foregoing, or other adjustment or proposed adjustment relating to Taxes Purchaser shall retain all final decision-making with respect to an Acquired Company; provided, that any matter in the case of Purchaser Litigation. (vii) Purchaser, on one hand, and Seller, on the other, shall, to the extent reasonably requested by the other Party, reasonably cooperate with the other Party in connection with any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating . Such cooperation shall include providing any information reasonably requested and the retention and the provision of records and information that are reasonably relevant to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates and making employees available on a mutually convenient basis to a taxable period that includes but does not end on the Closing Dateprovide additional information and explanation of any materials provided hereunder.

Tax Proceedings. The Company Securityholder Representative Purchaser shall have promptly notify Seller in writing upon receipt by Purchaser or any of its Affiliates (including, following the rightClosing and for the avoidance of doubt, at the expense of the Company Equity Holders (or, in the case any Acquired Company) of any written communication from a Governmental Body concerning any pending or threatened audit, claim, demand or administrative or judicial proceeding (a “Tax Proceeding or other claim related Claim”) that would be reasonably expected to Taxes which are indemnified pursuant give rise to Section 6.2(h)a right of indemnification under this Agreement, out and if and to the extent known, describing in reasonable detail the facts and circumstances with respect to the subject matter of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Claim; provided, however, that the Company Securityholder Representative shall inform the Surviving Pubco failure of the status of any Purchaser to provide such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent notice shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or release Seller from any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with obligations under this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior Agreement except to the settlement of any extent Seller is prejudiced by such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior failure. With respect to the settlement of any such proceedings that could reasonably be expected Tax Claims relating to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) Tax periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Seller shall have the right to: (i) prepare (or cause to participate inbe prepared) any amended Tax Returns required to be filed in connection with the resolution of a Tax Claim; and (ii) to control any Tax Claim, but not direct, in each case to the prosecution or defense of extent that any such Tax Proceeding controlled by the Surviving Pubco that Return or Tax Claim: (A) relates to any Pre-Closing Tax Period; or (B) could reasonably be expected to result in any Tax liability with respect to which Seller has agreed to provide indemnification under this Agreement. Upon Seller’s reasonable request, Purchaser shall file (or caused to be filed) any amended Tax Return described in the immediately preceding sentence and shall execute any powers of attorney or similar documents that may be required to effectuate the intent of this Section 5.11(d). Except for Taxes paid on an affiliated, consolidated, combined, or unitary basis with Seller or its Affiliates, Seller shall not settle any Tax Claim without Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, if such settlement would be likely to materially adversely affect Purchaser in a taxable period that includes but does not end on beginning after the Closing Date. The Purchaser and Seller shall jointly control any Tax Claim related to a Straddle Period, provided that no party shall settle any such Tax Claim without the other party’s consent, not to be unreasonably withheld, conditioned or delayed.

Tax Proceedings. The Company Securityholder Representative If any taxing authority conducts any audit or investigation of Target Tax Returns relating to Target Pre-Closing Tax Period, Acquiror shall have notify the rightStockholder's Agent of such audit or investigation, at and the expense Stockholders' Agent may, by written notice to Acquiror, assume control of such audit or investigation and provide any responses required in connection therewith. If Stockholder's Agent assumes control of such audit or investigation: (1) Acquiror shall cause to be executed any powers of attorney or other documents necessary to enable Stockholders' Agent to control the audit or investigation, (2) Stockholders' Agent shall timely provide Acquiror with copies of all correspondence related to the audit or investigation and shall allow Acquiror to attend all meetings and participate in all telephone conferences with taxing authorities, (3) Stockholders' Agent shall consult with Acquiror and not unreasonably reject Acquiror's advice regarding the handling of the Company Equity Holders audit or investigation, (or4) Acquiror (on behalf of the Surviving Corporation) shall not deny any request by the applicable taxing authority to extend the statute of limitations if, in the case of Stockholders' Agent's reasonable judgment, the denial would materially prejudice the Stockholders' Agent's ability to defend any Tax Proceeding or other claim claims related to Taxes the audit or investigation and (5) the Stockholders' Agent shall not settle any audit or investigation without the prior written consent of Acquiror, which are indemnified pursuant to Section 6.2(h)consent may not be unreasonably withheld or delayed. In no event shall Acquiror and, out of after the Additional Escrow Account)Closing Date, to control the Surviving Corporation, settle any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, audit or other adjustment or proposed adjustment investigation relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending or portion thereof that ends on or before the Closing Date or relating to Taxes in a manner which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain would adversely affect Target stockholders without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateStockholders' Agent, which consent shall may not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall (A) In the event that Seller would be liable for the payment of any Taxes under ARTICLE IV if assessed or imposed, and such Taxes are assessed against or imposed on the Company, a Subsidiary, or Buyer by any Governmental Authority, Seller will have the rightright to participate at Seller’s expense in any audit involving any such Taxes and/or to contest any assertion that any such Taxes are payable in any Proceedings available to the Company, a Subsidiary, or Buyer. Seller, on the one hand, and the Company and Buyer, on the other hand, shall fully cooperate in good faith in connection with any such audit or other Proceeding. (B) Seller will have the right to control, at the expense of Seller, all Proceedings relating solely to a Tax period ending prior to the Company Equity Holders (orClosing Date, in the case of any Tax Proceeding or other claim related and relating solely to Taxes for which are indemnified pursuant Seller would be obligated to Section 6.2(h), out of indemnify the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Buyer Parties; provided, however, that, as a precondition to Seller’s right to control such Proceedings, (1) Seller will consult with Buyer prior to taking any such action, and (2) Seller shall conduct the Company Securityholder Representative defense actively and diligently, and shall inform keep the Surviving Pubco Buyer reasonably informed of all developments in such Proceedings and provide Buyer with information and documents related to such Proceedings; and provided further, however, that Seller shall not consent to the status entry of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of judgment or enter into any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. (C) As long as Seller is conducting the defense in accordance with Section 4.9(b)(i)(B)(2), furtherand subject to Buyer’s rights in Section 4.9(b)(i)(B)(2), that the Surviving PubcoCompany, its Subsidiaries, and Buyer may retain separate co-counsel at its own expense, shall have the right to their sole cost and expense and may participate in, but not directcontrol, such defense. (D) In the prosecution event that any of the conditions in Section 4.9(b)(i)(B)(2) is or defense becomes unsatisfied, (1) the Company, its Subsidiaries, and Buyer may control the defense, and consent to the entry of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightjudgment or enter into any settlement, at its own expensein any manner that they reasonably may deem appropriate, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further(2) Seller shall reimburse the Company, its Subsidiaries, and Buyer promptly and periodically for the costs of defense (including reasonable attorneys’ fees and expenses), and (3) Seller shall remain responsible for any Taxes and other Losses that the Company Securityholder RepresentativeCompany, at its own expenseSubsidiaries, and Buyer may incur resulting from, arising out of, relating to or caused by such Proceedings. (E) Notwithstanding anything in this Section 4.9(b) to the contrary, Seller shall have the right not be entitled to participate inin or control any Proceeding related to Taxes with respect to which Seller would otherwise be entitled to participate in or control, but not directif such Proceeding involves in whole or in part any Taxes of, or a Tax Return of, the prosecution consolidated, unitary or defense combined group including the Buyer (or any Affiliate of any the Buyer); provided that (1) in such Tax event the Buyer shall keep Seller fully informed and consult with Seller with respect to such Proceeding, and (2) the Buyer may not settle, compromise or otherwise dispose of such Proceeding controlled by (to the Surviving Pubco extent that such claim relates to a taxable period that includes but does the Company or any Subsidiary) if indemnification is to be sought hereunder without the prior written consent of Seller (which consent shall not end on the Closing Datebe unreasonably withheld, conditioned or delayed).

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of a) If any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Governmental Entity asserts a Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, then the party first receiving notice of deficiency, such Tax Proceeding promptly shall provide written notice thereof to the other party or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)parties hereto; provided, however, that the Company Securityholder Representative failure to so notify shall inform not relieve the Surviving Pubco party from whom indemnification is being sought of its obligations hereunder, except to the extent that the party from whom indemnification is being sought is materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Proceeding and shall include a copy of the status relevant portion of any such proceedingscorrespondence received from the Governmental Entity. (b) Seller shall, subject to Section 6.5(d), have the right to control, at Seller’s expense, any Tax Proceeding in respect of the Seller for any Pre-Closing Period; provided, however, that (i) Seller shall provide the Surviving Pubco Purchaser with a timely and reasonably detailed account of each phase of such Tax Proceedings, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such Tax Proceedings, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceedings, (iv) Purchaser shall be entitled to participate, at the Surviving Pubco’s cost its sole expense, in such Tax Proceedings and expense) with receive copies of any pleadingswritten materials relating to such Tax Proceedings received from the relevant Governmental Entity, correspondence and other documents as the Surviving Pubco may reasonably request and (v) Seller shall reasonably consult with the Surviving Pubco prior to the settlement of not settle, compromise or abandon any such proceedings and shall obtain Tax Proceedings without obtaining the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DatePurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. (c) Purchaser shall have the exclusive right to control any Tax Proceedings in respect of Taxes of the Seller for any Straddle Period of the Seller; provided, furtherhowever, that the Surviving Pubcowith respect to any such Tax Proceeding which could reasonably be expected to result in a Tax for which Seller is liable under Section 6.2: (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceedings, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceedings, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceedings, (iv) Seller shall, at its own sole expense, shall have the right be entitled to participate inin such Tax Proceedings and receive copies of any written materials relating to such Tax Proceedings received from the relevant Governmental Entity, but and (v) Purchaser shall not directsettle, the prosecution compromise or defense of abandon any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without obtaining the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. (d) Notwithstanding anything in this Agreement to the contrary, further, that the Company Securityholder Representative, at its own expense, Purchaser shall have the exclusive right to participate incontrol (i) any Tax Proceedings in respect of the Seller not described in Section 6.5(b) or 6.5(c), but not direct, and (ii) any Tax Proceedings in respect of the prosecution or defense of any Seller described in Section 6.5(b) if Seller fails to diligently defend such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceedings.

Tax Proceedings. If any Governmental Authority issues to the Company (i) a written notice of its intent to audit or conduct another legal proceeding with respect to Indemnified Taxes or Partnership Returns or (ii) a written notice of deficiency for Indemnified Taxes or with respect to Partnership Returns, Buyer shall notify the Contributors Representative of its receipt of such communication from the Governmental Authority within thirty (30) days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Contributors pursuant to this Agreement, except to the extent that the Contributors are actually and materially prejudiced by such failure or delay. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, control any audit or other legal proceeding in the case respect of any Tax Proceeding Return or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h(a “Tax Contest”); provided, however, that (A) the Company Securityholder Representative shall inform Contributors Representative, at the Surviving Pubco sole cost and expense of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expenseContributors, shall have the right to participate in, but not direct, the prosecution or defense of in any such Tax Proceedings controlled by Contest to the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, extent it relates to control any other a Pre-Closing Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired CompanyPeriod; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco Buyer shall inform not allow the Company Securityholder to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Pre-Closing Tax Period without the permission of the Contributors Representative (which will not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the Contributors Representative shall control the conduct of any Tax Contest relating to a Partnership Return; provided, however, that (1) the Contributors Representative shall keep Buyer and the Company reasonably informed regarding the status of any such proceedings, Tax Contest; (2) the Contributors Representative shall provide control the Company Securityholder Representative Tax Contest diligently and in good faith; (at the Company Securityholder Representative’s cost and expense3) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the right to participate inin such Tax Contest; (4) the Contributors Representative shall not settle, but resolve or abandon the Tax Contest (or any portion thereof) without the prior written consent of Buyer (which will not directbe unreasonably withheld, delayed or conditioned); and (5) the Contributors shall bear all costs and expenses of the Contributors Representative and the Company in controlling such Tax Contest. Notwithstanding anything to the contrary herein, the prosecution Company shall make (or defense cause to be made) a “push out” election under Section 6226 of the Code (and any corresponding election available under applicable state or local law) with respect to any imputed underpayment (within the meaning of Section 6225 of the Code) for any Pre-Closing Tax Period of the Company. The Company shall in all events timely seek (and cause the partnership representative, as that term is used in the Code, to timely seek) reduction of any such imputed underpayment for any Pre-Closing Tax Proceeding controlled Period of the Company to the full extent permitted by Section 6225 of the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateCode.

Tax Proceedings. The Company Securityholder Representative Sellers shall have the rightexercise, at their expense, control over the expense of the Company Equity Holders (orhandling, in the case disposition, and settlement of any Tax Proceeding governmental inquiry, examination, or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any proceeding (a “Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, ”) that could result in a determination with respect to Pre-Closing Taxes due or other adjustment payable by the Sellers or proposed adjustment relating to any and all Taxes of the Buyer or the Company and its Subsidiaries for any taxable period ending on which the Sellers are liable or before against which the Closing Date Sellers are required to indemnify the Buyer or relating to Taxes which are indemnified the Company pursuant to Section 6.2(h); providedhereto. The Sellers shall, however, promptly notify the Company Securityholder Representative shall inform or the Surviving Pubco of the status of any such proceedingsBuyer if, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) in connection with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency any Taxing Authority proposes in writing to make any assessment or other adjustment or proposed adjustment relating with respect to Taxes Tax items of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and Buyer, which is not otherwise controlled by assessments or adjustments could affect the Company Securityholder Representative in accordance with this Section 6.2(e), (A) or the Surviving Pubco shall provide Buyer following the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably requestClosing, and shall consult with the Company Securityholder Representative prior with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the settlement extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such proceedings Tax Proceeding, and shall obtain may not settle any dispute arising thereunder without the prior written consent of the Company Securityholder Representative prior Buyer. Notwithstanding any provisions of this Agreement to the settlement of contrary, notices with respect to, and conduct and disposition of, any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled shall be governed by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section 7.1(d).

Tax Proceedings. The Company Securityholder Representative (i) In the event that any audit or examination shall have be instituted, or any deficiency asserted or assessment made, or any administrative or court proceeding commenced by the rightIRS or any other taxing authority (a "Tax Proceeding") with respect to any taxable period ending prior to or on the Closing Date of which Parent has notice, at the expense Parent shall promptly cause written notice of the Company Equity Holders (orTax Proceeding to be forwarded to Times Mirror. Similarly, in the case Times Mirror shall promptly cause written notice of any Tax Proceeding or other claim related of which Times Mirror has notice relating to any indemnifiable Taxes which are indemnified pursuant to be forwarded to Parent. (ii) Times Mirror shall have the right to elect, at its sole option and expense, and subject to the provisions of this Section 6.2(h), out of the Additional Escrow Account11.6(f), to control represent the interests of HOL in the Tax Proceeding and collect, settle or pay any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, amount due or other adjustment or proposed adjustment relating owed by HOL with respect to any and all Taxes of the Company and its Subsidiaries for any taxable period ending prior to or on or before the Closing Date Date, with counsel of its choice reasonably satisfactory to Parent. In the event Times Mirror elects to represent HOL in the Tax Proceeding, Times Mirror shall within five (5) days (or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedsooner, however, if the Company Securityholder Representative shall inform the Surviving Pubco nature of the status Tax Proceeding so requires) notify Parent of any such proceedingsits intent to do so and Parent shall cause HOL to appoint Times Mirror as attorney in fact with the exclusive authority to represent HOL in the Tax Proceeding. Parent shall have (x) the right to participate fully in the Tax Proceeding, shall provide the Surviving Pubco (including through separate counsel of its own choosing at the Surviving Pubco’s its sole cost and expense, (y) with copies the right to receive reasonable advance notice from Times Mirror of any meetings, hearings or proceedings, and (z) the right, if possible, to review in advance and comment on any pleadings, correspondence and briefs, or other documents as the Surviving Pubco may reasonably request and to be filed. Times Mirror shall reasonably consult not enter into any settlement, closing or other agreement with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior Parent (not to the settlement of any be unreasonably withheld, conditioned or delayed) if such proceedings that could reasonably be expected to settlement, closing agreement or other agreement will adversely affect the Surviving Pubco Taxes payable by HOL for taxable periods (or an Acquired Company in any taxable period ending portions thereof) beginning after the Closing Date, which consent shall . If Times Mirror elects not be unreasonably conditioned, withheld or delayed; provided, further, that to represent HOL in the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate or fails to timely notify Parent of its election herein provided or contests its obligation to indemnify, then Parent may represent the interests of HOL in any other claim for refund, Tax Proceeding in any manner that it reasonably may deem appropriate. (iii) Parent and contest, resolve and defend against Times Mirror jointly shall represent the interests of HOL in any other assessment, notice of deficiency, or other adjustment or proposed adjustment Tax Proceeding relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that of HOL which includes (but does not begin or end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (Aon) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld . Any disputes regarding the conduct or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense resolution of any such Tax Proceeding controlled shall be resolved by the Surviving Pubco that relates Accounting Firm. The parties will instruct the Accounting Firm to a taxable period that includes but does not end reach its conclusion regarding any such dispute within 20 days after its appointment. The report of the Accounting Firm shall be final, binding and conclusive on Times Mirror and Parent. All costs, fees and expenses paid to third parties in the Closing Datecourse of such Tax Proceeding (including the fees of the Accounting Firm) shall be borne by Parent and Times Mirror in the same ratio as the ratio in which, pursuant to the terms of this Agreement (including Section 11.6(b) hereof), Parent and Times Mirror would share the responsibility for payment of the Taxes asserted by the taxing authority in such Tax Proceeding if such Tax Proceeding were sustained in its entirety.

Tax Proceedings. The Company Securityholder Representative shall have the right(a) Notwithstanding any other provision of this Agreement, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding Trimble or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, designees shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, elect to control any other Tax ProceedingProceeding on behalf of any member of the Company Group that relates to any Taxes described in Section 9.8(a) (each, initiate a “Trimble Tax Contest”). Any member of the Company Group shall promptly notify Trimble in writing upon receiving notice from any other claim for refundTax Authority of the commencement of any Trimble Tax Contest, and contest, resolve and defend against any other assessment, notice AGCO shall take all actions reasonably requested of deficiency, it that are reasonably necessary (including providing a power of attorney) to enable Trimble or other adjustment or proposed adjustment relating its designees to Taxes with respect to an Acquired Company; provided, that exercise its control rights as set forth in this Section 9.4. In the case of any such Trimble Tax Proceeding, claim for refund, contest, assessment, deficiency Contest of or other adjustment or proposed adjustment relating to Taxes the Company Group that reasonably would be expected to give rise to any material Tax of the Company or Group for any of its Subsidiaries for a taxable period that includes but does not end on the Post-Closing Date and which is Period, Trimble or its designees shall not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of settle such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Trimble Tax Contest without the prior written consent of the Company Securityholder Representative prior Group (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any payment resulting from such Trimble Tax Contest shall be made directly by the Trimble Group to the settlement applicable Tax Authority, to the extent permitted by applicable Law. (b) Notwithstanding any other provision of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative this Agreement, AGCO or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, designees shall have the right to participate in, but not direct, the prosecution or defense elect to control any Tax Proceeding on behalf of any such Tax Proceeding controlled by the Surviving Pubco JCA Entity that relates to any Taxes described in Section 9.8(b) (each, a taxable period “AGCO Tax Contest”). Any JCA Entity shall promptly notify AGCO in writing upon receiving notice from any Tax Authority of the commencement of any AGCO Tax Contest, and Trimble shall take all actions reasonably requested of it that includes but does are reasonably necessary (including providing a power of attorney) to enable AGCO or its designees to exercise its control rights as set forth in this Section 9.4. In the case of any AGCO Tax Contest of or relating to any JCA Entity that reasonably would be expected to give rise to any material Tax of any JCA Entity for any Post-Closing Date Period, AGCO or its designees shall not end on settle such AGCO Tax Contest without the Closing Dateprior written consent of such JCA Entity (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any payment resulting from such AGCO Tax Contest shall be made directly by the AGCO Group to the applicable Tax Authority, to the extent permitted by applicable Law.

Tax Proceedings. The Company Securityholder Representative Seller shall exercise, at its expense, the control, handling, disposition and settlement of any governmental inquiry, examination or proceeding that could result in a determination with respect to Taxes due or payable by BGH Holdings, BRH Holdings or the Companies for which Seller may be liable, or against which Seller may be required to indemnify Buyer pursuant hereto. Notwithstanding the foregoing, Buyer shall have the rightright to participate in controlling, at the expense of the Company Equity Holders handling, disposing and settling (or, in the case of together with Seller) any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment issue relating to any Tax Return that includes a Pre-Closing Period and all Taxes a Post- Closing Period, and Seller shall promptly notify Buyer of such an issue and provided further that, if there is a disagreement with respect to the Company and its Subsidiaries for any taxable period ending on or before manner in which the Closing Date or relating issues related to Taxes which are indemnified pursuant to Section 6.2(h); provided, howeversuch a Tax Return should be handled, the Company Securityholder Representative party with the greater economic interest in the resolution of such issues shall inform have the Surviving Pubco ultimate right to determine the disposition of such issues. Buyer shall notify Seller of its election to participate as provided above within sixty (60) days of Buyer's receipt of Seller's notice. If Seller does not receive such a notice, it shall be conclusively presumed that Buyer has elected not to so participate. In the status of event Buyer does not elect to participate as provided above, Seller shall promptly notify Buyer if, in connection with any such proceedingsinquiry, shall provide examination or proceeding, any government authority proposes to make any assessment or adjustment with respect to tax items of BGH Holdings, BRH Holdings or the Surviving Pubco (at Companies, which assessments or adjustments could affect Holdings or the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after Companies following the Closing Date, and shall not agree to any such assessment or adjustment without the consent of Buyer, which consent shall not be unreasonably conditionedwithheld. Buyer shall notify Seller in writing within thirty (30) days, withheld (but in no event later than ten (10) days prior to the time in which such Tax Authority has required a response), of receiving either verbal or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense written notice of learning of any such Tax Proceedings controlled by the Company Securityholder Representativeinquiry, examination or proceeding. the Surviving Pubco Any failure of Buyer to so notify Seller shall have the right, at its own expense, to control release Seller from any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, obligation or other adjustment or proposed adjustment relating to Taxes indemnification with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating under this Agreement to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on extent Seller is actually prejudiced thereby. Buyer shall cooperate (and shall cause Holdings and the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expenseCompanies to cooperate) with copies of any pleadingsSeller, correspondence and other documents as the Company Securityholder Representative Seller may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of in any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative inquiry, examination or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateproceeding.

Tax Proceedings. (i) If a written notice of deficiency, audit, examination, or other administrative or judicial proceeding, in each case with respect to Taxes of Blocker, the Company or any Subsidiary for a Pre-Closing Tax Period or Straddle Period (a “Tax Proceeding”) is received from a Governmental Entity by New Pubco or any of its Affiliates, New Pubco shall give the Seller Representative written notice of such Tax Proceeding within ten (10) Business Days of receipt of such notice. (ii) The Company Securityholder Seller Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)its own expense, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding with respect to any and all Taxes of the Company and its Subsidiaries Pass-Through Tax Return for any taxable period ending on or before the Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Tax Period; provided, however, the Company Securityholder Seller Representative shall inform the Surviving New Pubco of the status of any such proceedingsTax Proceeding, shall provide the Surviving New Pubco (at the Surviving New Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving New Pubco may reasonably request and shall reasonably consult with the Surviving New Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving New Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving New Pubco or an Acquired the Company or any Subsidiary in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving New Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Seller Representative; and provided further, with respect to any such Pass-Through Tax Return, the Seller Representative shall, or shall cause the applicable Company Securityholder Representative. or Subsidiary of the Surviving Company to, make any available election under Code Section 6226 and corresponding provisions of state, local or foreign law, and to make such allocations and issue such notices, as are necessary to give effect to such election. (iii) New Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceeding with respect to an Acquired CompanyBlocker, the Company or any Subsidiary for any Pre-Closing Tax Period or any Straddle Period; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency Proceeding with respect to a Pre-Closing Tax Period or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date Straddle Period and which is not otherwise controlled by the Company Securityholder Seller Representative in accordance with this Section 6.2(e8.11(e), (A) the Surviving New Pubco shall provide keep the Company Securityholder Seller Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative reasonably informed of the status of any such proceedingsTax Proceeding, shall provide the Company Securityholder Seller Representative (at the Company Securityholder Seller Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Seller Representative may reasonably request, and shall consult with the Company Securityholder Seller Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Seller Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateAffiliates, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Seller Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving New Pubco that relates to a taxable period that includes but does not end on the Pre-Closing DateTax Period or Straddle Period.

Tax Proceedings. (a) Purchaser and the Sellers will promptly notify each other (or will cause their respective Affiliates to notify the other Person) in writing of the receipt from a Governmental Authority of any proposed assessment or the commencement of any audit, examination, contest, suit, litigation, appeal, settlement discussion or other proceeding in respect of the Taxes of the Company (each, a “Tax Proceeding”) that could be grounds for indemnification under Section 10.1; provided, that the failure to so notify will not relieve any Party of its obligations under Section 10.1, except to the extent that such Party is actually prejudiced by such failure. (b) The Company Securityholder Representative shall Sellers will, subject to Section 10.5(d), have the rightright to control, at the expense Sellers expense, any Tax Proceeding for any taxable period that ends on or before the Final Closing Date; provided, that (i) the Sellers will elect to control such Tax Proceeding reasonably promptly after the receipt of the Company Equity Holders notification described in Section 10.5(a); (orii) if the resolution of any such Tax Proceeding would reasonably be expected to have a material adverse impact on Purchaser and its Affiliates, then (A) the Sellers will provide Purchaser with a timely and reasonably detailed account of each phase of such Tax Proceeding and (B) the Sellers will not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed (provided that any costs or expenses incurred by Purchaser in exercising its rights pursuant to clauses (A) or (B) above will be paid by Purchaser without reimbursement from the Sellers, notwithstanding Section 10.1). (c) Purchaser will, subject to Section 10.5(d), have the right to control, at Purchaser’s expense, any Tax Proceeding for any taxable period ending after the Final Closing Date; provided, however, that in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending that begins on or before before, and ends after, the Final Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall (i) Purchaser will provide the Surviving Pubco Sellers with a timely and reasonably detailed account of each phase of such Tax Proceeding, (at ii) Purchaser will consult with the Surviving Pubco’s cost Sellers before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser will consult with the Sellers and expenseoffer the Sellers an opportunity to comment reasonably in advance of submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) with the Sellers will be entitled to participate in such Tax Proceeding and receive copies of any pleadingswritten materials relating to such Tax Proceeding received from the relevant Taxing Authority, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of (v) Purchaser will not settle, compromise or abandon any such proceedings and shall obtain Tax Proceeding without obtaining the prior written consent of the Surviving Pubco prior Sellers, which consent will not be unreasonably withheld, conditioned, or delayed. (d) Notwithstanding anything in this Agreement to the settlement of contrary, Purchaser will have the exclusive right to control any Tax Proceeding described in Section 10.5(b) or Section 10.5(c) if (i) such proceedings that Tax Proceeding could not reasonably be expected to adversely affect give rise to any indemnification obligation pursuant to Section 10.1(a) or Section 10.1(b) or (ii) Purchaser notifies the Surviving Pubco or an Acquired Company Sellers in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, writing that the Surviving Pubco, at Purchaser is waiving its own expense, shall have the right to participate in, but not direct, the prosecution indemnification pursuant to Section 10.1(a) or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Section 10.1(b) with respect to an Acquired Company; provided, that in Taxes imposed as a result of the case resolution of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end which waiver will be conclusive and binding on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateParties.

Tax Proceedings. The Company Securityholder Representative (i) Buyer shall have the rightdeliver a written notice to Seller within ten (10) days after receipt of any demand, at the expense claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of any of the Company Equity Holders Banner Companies for which Seller or VION may reasonably be expected to be liable (ora “Tax Proceeding”) and shall describe in reasonable detail (to the extent known by Buyer) the facts constituting the basis for such Tax Proceeding, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that a failure or delay to so notify Seller shall not relieve Seller or VION of any obligation or liability that Seller or VION may have to Buyer, except to the extent that the defense of such Tax Proceeding is materially prejudiced, or the liability of Seller or VION is materially increased, by such failure or delay. (ii) With respect to Tax Proceedings for Taxes of any of the Banner Companies for a Pre-Closing Period, Seller may elect to assume and control the defense of such Tax Proceeding by written notice to Buyer within thirty (30) days after delivery by Buyer to Seller of the Tax Claim Notice. If Seller elects to assume and control the defense of such Tax Proceeding, Seller (A) shall bear its own costs and expenses, (B) shall be entitled to engage its own counsel and (3) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or xxx for refund where applicable law permits such refund suit or (3) contest, settle or compromise the Tax Proceeding in the case of any permissible manner, provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Proceeding without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or other claim related to Taxes which are indemnified pursuant to Section 6.2(hdelayed), out provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Proceeding without the prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to materially and adversely affect the Tax liability of Buyer or any of its Affiliates (including any of the Additional Escrow Account), Banner Companies) for any Tax period ending after the Closing Date. If Seller elects to control assume the defense of any Tax Proceeding, initiate any claim for refund, contest, resolve Seller shall (x) keep Buyer reasonably informed of all material developments and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment events relating to such Tax Proceeding (including promptly forwarding copies to Buyer of any related correspondence, and all shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority), (y) consult with Buyer in connection with the defense or prosecution of any such Tax Proceeding and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right to participate in (but not control) the defense of such Tax Proceeding (including participating in any discussions with the applicable Tax Authorities regarding such Tax Proceedings). (iii) In connection with any Tax Proceeding that relates to Taxes of any of the Company and its Subsidiaries Banner Companies for any taxable period ending on or before the a Pre-Closing Date or relating Period that (A) Seller does not timely elect to Taxes which are indemnified control pursuant to Section 6.2(h7.2(h)(ii) or (B) Seller fails to diligently defend, such Tax Proceeding shall be controlled by Buyer (and Seller and VION shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer or its Affiliates relating to a Tax Proceeding described in this Section 7.2(h)(iii)) and Seller agrees to cooperate with Buyer in pursuing such Tax Proceeding. In connection with any Tax Proceeding that is described in this Section 7.2(h)(iii) and controlled by Buyer, Buyer shall (x) keep Seller informed of all material developments and events relating to such Tax Proceeding (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority), (y) consult with Seller in connection with the defense or prosecution of any such Tax Proceeding and (z) provide such cooperation and information as Seller shall reasonably request, and, at its own cost and expense, Seller shall have the right to participate in (but not control) the defense of such Tax Proceeding (including participating in any discussions with the applicable Tax Authorities regarding such Tax Proceedings); provided, however, the Company Securityholder Representative that Buyer shall inform the Surviving Pubco of the status of not settle or compromise any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Tax Proceeding without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). (iv) In connection with any Tax Proceeding for Taxes of any of the Surviving Pubco Banner Companies for any Straddle Period, such Tax Proceeding shall be controlled by Buyer at Buyer’s expense; provided, that Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Proceeding without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Buyer shall (x) keep Seller informed of all material developments and events relating to such Tax Proceeding (including promptly forwarding copies to Seller of any related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority), (y) consult with Seller in connection with the settlement defense or prosecution of any such proceedings that could Tax Proceeding and (z) provide such cooperation and information as Seller shall reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Daterequest, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubcoand, at its own expensecosts and expenses, Seller shall have the right to participate in, in (but not direct, control) the prosecution or defense of any such Tax Proceedings controlled by Proceeding (including participating in any discussions with the Company Securityholder Representative. applicable Tax Authorities regarding such Tax Proceedings). (v) Notwithstanding anything to the Surviving Pubco contrary contained in this Agreement, Buyer shall have the right, at its own expense, to control any other Tax Proceeding (or portion of any Tax Proceeding) for Taxes of any of the Banner Companies to the extent such Tax Proceeding is related or attributable to (x) the Section 338(g) Election, initiate if any, (y) the Mexican Intercompany Loan or (z) any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, deductions or other adjustment or proposed adjustment relating to Taxes expenses with respect to an Acquired Company; providedany Change of Control Payments, that and Buyer shall be entitled to settle, compromise and take any other actions with respect to such matters as Buyer determines appropriate in its sole discretion. (vi) Notwithstanding anything to the case of any such contrary contained in this Agreement, the procedures for all Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled Proceedings shall be governed exclusively by the Company Securityholder Representative in accordance with this Section 6.2(e7.2(h) (and not Section 9.3), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall have the rightPurchaser shall, at the expense within five (5) days of the Company Equity Holders (orreceipt, in the case provide Seller with written notice of any Tax Proceeding inquiries, audits, examinations or other claim related proposed adjustments by any Governmental Authority, which relates to any Asset Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control for any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before prior to the Closing Effective Date or relating to Taxes which are indemnified pursuant to Section 6.2(hany Straddle Period (each, a “Pre-Effective Date Tax Proceeding”); provided, howeverthat the failure of Purchaser to give notice of a Pre-Effective Date Tax Proceeding shall not relieve the Seller of its obligations under this Agreement, except to the Company Securityholder Representative extent Seller is materially prejudiced by such failure. Seller shall inform have the Surviving Pubco option to (i) control the conduct and resolution of any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending prior to the Effective Date, and (ii) participate in any Pre-Effective Date Tax Proceeding that relates to a Straddle Period (in whole or in part) or that Seller does not elect to control. Seller may exercise such option by providing written notice to Purchaser within fifteen (15) days of receiving written notice of any Pre-Effective Date Tax Proceeding from Purchaser. If Seller elects to control a Pre-Effective Date Tax Proceeding, Seller shall (i) keep Purchaser informed of the status progress of any such proceedingsPre-Effective Date Tax Proceeding, shall (ii) provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Purchaser with copies of any pleadings, material correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency (iii) permit Purchaser (or other adjustment or proposed adjustment relating Purchaser’s counsel) to Taxes of participate in meetings (including conference calls) with the Company or applicable Governmental Authority with respect to any of its Subsidiaries for a taxable period that includes but does not end on the Closing such Pre-Effective Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eTax Proceeding (at Purchaser’s cost), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (Biv) the Surviving Pubco shall inform the Company Securityholder Representative of the status not effect any settlement or compromise of any such proceedings, shall provide Pre-Effective Date Tax Proceeding without the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Purchaser, not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld delayed or delayedwithheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided, further, that provided Purchaser shall (i) keep Seller informed of the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Seller with copies of material correspondence with respect to any such Pre-Effective Date Tax Proceeding, (iii) permit Seller (or Seller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding controlled by (at Seller’s cost), and (iv) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the Surviving Pubco that relates written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the event of a taxable period that includes but does not end on conflict between the Closing Dateprovisions in this Section 9.7 and those in Section 11.4, this Section 9.7 shall control.

Tax Proceedings. The Company Securityholder Representative If a claim shall have the right, at the expense be made by any Governmental Authority in respect of the Company Equity Holders for a Pre-Closing Tax Period or Straddle Period, the Buyer shall promptly and in any event no more than ten (or10) days following the Buyer’s receipt of such claim, in give written notice to the case Seller Parties of such claim. Buyer shall not be required to give notice of any Tax Proceeding or other claim related to Taxes of which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco is aware as of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date. With respect to any Tax claim relating to a Pre-Closing Tax Period, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Seller Parties shall have the right to participate in, but not direct, the prosecution or defense of any control all proceedings and may make all decisions taken in connection with such Tax Proceedings controlled by claim (including selection of counsel or any accounting firm) at the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own Seller Parties’ expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that the Buyer shall control at its own expense all proceedings taken in connection with any Tax claim relating to the case Company during a Straddle Period and in connection with any Tax claim relating to the Company for a Tax period beginning after the Closing Date. The Seller Parties shall promptly notify the Buyer if it decides to control the defense or settlement of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating a Pre-Closing Tax Period which it is entitled to Taxes control pursuant to this Agreement. No Tax claim for a Pre-Closing Tax Period for which the Seller Parties are entitled to control the proceedings may be settled without the written consent of the Company Buyer, such consent not to be unreasonably withheld, conditioned or any of its Subsidiaries for a taxable period that includes but does not end on delayed. The Buyer, the Closing Date and which is not otherwise controlled by Seller Parties, the Company Securityholder Representative and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax claim in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, 11.6 and shall consult with keep each other reasonably informed concerning the Company Securityholder Representative prior progress of proceedings related to the settlement of any such proceedings Tax claims for Pre-Closing Tax Periods and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.Straddle

Tax Proceedings. The Company Securityholder Representative shall have (i) If a Tax Claim is initiated by any taxing authority, Parent or the rightCompany, at the expense of the Company Equity Holders (or, in as the case may be, shall promptly notify Stockholder in writing of any such Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Claim; provided, however, that the failure by Parent or the Company Securityholder Representative to give such notice shall inform the Surviving Pubco of the status of not relieve Stockholder from any indemnification obligation which it would have with respect to such proceedingsTaxes, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior except to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings extent that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Stockholder is actually prejudiced thereby. Stockholder shall have the right to participate in, but not direct, control the prosecution or defense conduct of any such Tax Proceedings controlled Claim (other than a Tax Claim with respect to Spin-Off Taxes) for the period of time during which any Indemnity Escrow Amount remains in the Indemnity Escrow Account. At such time as such request is received by Parent, Parent or the Company Securityholder RepresentativeCompany, as the case may be, shall furnish Stockholder and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable Stockholder and/or its representatives to control the conduct of any such Tax Claim. the Surviving Pubco Parent shall have the right, at its own option and at its sole cost and expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice participate in the conduct of deficiency, all stages of such audit or other adjustment administrative or proposed adjustment relating to Taxes judicial proceeding with representatives of its own choosing with respect to an Acquired Company; provided, any Tax Claim (other than a Tax Claim with respect to Spin-Off Taxes) if Parent reasonably determines that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to resolution thereof may materially adversely affect the Taxes of Parent, the Company or any of its Subsidiaries for a any taxable period that includes but does not end on or portion of a period ending after the Closing Date and which is not otherwise controlled by Date. Stockholder may, in its reasonable discretion, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding such a Tax Claim with a taxing authority; provided, that, if the acceptance of any proposed adjustment, settlement or agreement in compromise of a Tax Claim would materially adversely affect Parent, the Company Securityholder Representative and its Subsidiaries, Stockholder shall not accept any such proposed adjustment or enter into any such settlement or agreement in accordance compromise regarding a Tax Claim without the express written consent of Parent, which shall not be unreasonably withheld, conditioned, or delayed. (ii) If a Tax Claim is initiated by any taxing authority with this Section 6.2(e)respect to Spin-Off Taxes, (A) Stockholder and Parent shall jointly control the Surviving Pubco shall provide the Company Securityholder Representative written notice conduct of such proceeding, and (B) Tax Claim. No party may accept any proposed adjustment or enter into any settlement or agreement in compromise regarding such a Tax Claim with a taxing authority without the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior express written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateother party.

Tax Proceedings. (i) The Company Securityholder Buyer shall promptly notify the Representative in writing upon receipt by the Buyer or any of its Affiliates (including the Companies) of notice of any Tax audits, examinations or assessments that could give rise to a liability for which the Sellers are responsible under Article VIII of this Agreement. The Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), right to control any Tax Proceedingsuch audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, examination or other adjustment or proposed adjustment relating proceeding to the extent that it relates to any and all Taxes of for which the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which Sellers are indemnified responsible pursuant to Section 6.2(h); providedArticle VIII of this Agreement (it being understood that if an audit, howeverexamination or proceeding relates to a Straddle Period, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate inin any such audit, examination or proceeding to the extent related to the Pre-Closing Tax Period, but if it is not directfeasible that the Representative participate in any such examination or proceeding, the prosecution Buyer shall, if and to the extent such matter is reasonably likely to materially adversely affect the Sellers, obtain the Representative’s consent, which shall not be unreasonably withheld, conditioned or delayed, prior to settling or compromising any such examination or proceeding), provided, that the Representative provides notice to the Buyer of its intent to control such proceeding within 20 days after receiving notice of such matter the Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; the Buyer also may participate in any such audit or proceeding and, if the Sellers do not assume the defense of any such Tax Proceedings controlled by audit or proceeding, the Company Securityholder RepresentativeBuyer may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after five days prior written notice to the Sellers setting forth the terms and conditions of settlement. In the Surviving Pubco event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Buyer would be liable, the Buyer shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the audit or other adjustment or proposed adjustment relating to Taxes proceeding with respect to an Acquired Company; providedthe latter issues. (ii) With respect to issues relating to a potential adjustment for which both the Sellers and the Buyer or any Company could be liable, that (i) both the Sellers and the Buyer may participate in the case audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion for the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 9.03(d) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 9.03 by the Buyer and the Sellers. (iii) With respect to any Tax audit or proceeding for a taxable period that begins before the Closing Date, neither the Buyer nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to such audit or proceeding which would materially adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. The Buyer and the Sellers agree to cooperate, and the Buyer agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any such Tax Proceedingaudits or proceeding. Except as provided above, claim for refund, contest, assessment, deficiency or the Buyer shall control all other adjustment or proposed adjustment matters relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateCompanies.

Tax Proceedings. The Company Securityholder Representative (i) Purchaser shall have the right, at the expense of the Company Equity Holders provide prompt (or, and in the case any event no later than five (5) days following such receipt) written notice of any pending or threatened tax audits, examinations, adjustments, deficiencies or assessments relating to the Eligible Transactions, the transfer of 2023 Tax Proceeding or other claim related to Taxes which are indemnified Credits pursuant to Section 6.2(h), out this Agreement or the total amount of the Additional Escrow Account), to control any 2023 Tax Credits (“Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h”); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco . The Parties agree that (at the Surviving Pubco’s cost and expenseA) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Seller shall have the right to participate incontrol any Tax Proceeding at Seller’s own expense until a Final Determination, including but not directlimited to the selection of counsel, participation in any meetings with the IRS, the prosecution or defense preparation and submission of any such Tax Proceedings controlled by written materials to the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refundIRS, and contest, resolve all other decisions regarding the direction of the defense (including forum and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes settlement decisions) with respect to an Acquired Companythe Tax Proceeding; provided, that Purchaser shall be entitled to participate in the case such Tax Proceeding with counsel of its own choosing (at Purchaser’s sole expense), (B) without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed) Seller shall not settle such Tax Proceeding, and (C) for purposes of any such Tax Proceeding, claim Purchaser shall execute a Form 2848 or such other form, notice or authorization limited to the Tax Proceeding for refundSeller and its counsel. Notwithstanding the foregoing, contestPurchaser shall not settle any tax audit, assessmentexamination, adjustment, deficiency or other adjustment assessment that is not a Tax Proceeding without the Seller’s consent (such consent not to be unreasonably withheld, conditioned or proposed adjustment relating delayed) if it is reasonably foreseeable that such settlement could trigger an indemnification obligation by the Seller to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end Purchaser. (ii) Purchaser, on one hand, and Seller, on the Closing Date and which is not otherwise controlled other, shall, to the extent reasonably requested by the Company Securityholder Representative in accordance with this Section 6.2(e)other Party, (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult cooperate with the Company Securityholder Representative prior other Party in connection with any Tax Proceeding. Such cooperation shall include providing any information reasonably requested and the retention and the provision of records and information that are reasonably relevant to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates and making employees available on a mutually convenient basis to a taxable period that includes but does not end on the Closing Dateprovide additional information and explanation of any materials provided hereunder.

Tax Proceedings. In the event of any audit, assessment, examination, claim or other controversy or proceeding relating to Taxes or Tax Returns (a “Tax Proceeding”) with respect to any Pre-Closing Tax Period of an Acquired Company, the Buyer shall inform the Seller of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after the receipt by the Buyer of notice thereof. The Company Securityholder Representative Buyer shall afford the Seller the opportunity to control the conduct of any such Tax Proceeding that relates exclusively to Pre-Closing Tax Period of an Acquired Company, with counsel of its own choosing, and to settle or otherwise resolve such Tax Proceeding in such manner as the Seller may deem appropriate; provided, that the Seller may not settle any such Tax Proceeding without the Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), if such settlement would increase Taxes of the Buyer or the Acquired Companies for which the Buyer would not be indemnified hereunder. The Buyer -52- shall have the right, at the expense Buyer’s expense, to participate in but not control the conduct of the Company Equity Holders (or, in the case of any such Tax Proceeding. If a Tax Proceeding or other claim related relates to Taxes which are indemnified pursuant to Section 6.2(h), out both a Pre-Closing Tax Period and a Post-Closing Tax Period of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, howeveran Acquired Company, the Company Securityholder Representative Buyer shall inform afford the Surviving Pubco of Seller the status of any opportunity to participate in such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request Tax Proceeding and shall reasonably consult with not settle or otherwise resolve such Tax Proceeding without the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written Seller’s consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, ). In the event that the Surviving Pubco, at its own expense, shall have the right to participate in, but Seller does not direct, the prosecution or defense assume control of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other a Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Buyer may control the Tax Proceeding, claim for refund, contest, assessment, deficiency but the Buyer may not settle or other adjustment or proposed adjustment relating to Taxes of otherwise resolve the Company or any of its Subsidiaries for a taxable period that includes but does not end on Tax Proceeding without the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), Seller’s consent (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). Notwithstanding the foregoing, further, in no case shall the Seller be entitled to control or otherwise participate in any Tax Proceeding of any Tax Return that includes the Buyer or any of its Affiliates that is not an Acquired Company Securityholder Representative, at its own expense, shall have the right to participate in(a “Buyer Group Tax Return”), but not direct, only to the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco extent that it relates to a taxable period the Buyer or any of its Affiliates that includes but does is not end on the Closing Datean Acquired Company.

Tax Proceedings. The (i) After the Closing Date, Buyer shall notify Seller in writing within fifteen (15) days of the receipt of any proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim that relates solely to the Taxes of the Company Securityholder Representative or Connextions HCI (“Tax Proceeding”) for any Pre-Closing Period or Straddle Period. Such notice shall contain factual information describing any Tax Proceeding in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax Proceeding. Thereafter, Buyer shall deliver to Seller, as promptly as possible but in no event later than fifteen (15) days after Buyer’s receipt thereof, copies of all relevant notices and documents and any attachments thereto (including court papers) received by Buyer in respect of such Tax Proceeding. (ii) In the case of any Tax Proceeding relating to any Pre-Closing Period, Seller shall have the right, at Seller’s expense, to control the expense conduct of such Tax Proceeding; provided, that Buyer shall have the Company Equity Holders right, at Buyer’s expense, to participate in such Tax Proceeding, and Seller shall not settle such Tax Proceeding without the written consent of Buyer, which such consent shall not be unreasonably withheld, delayed or conditioned. (or, in iii) In the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedStraddle Period, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Buyer shall have the right, at its own Buyer’s expense, to control any other the conduct of such Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that Seller shall have the right, at Seller’s expense, to participate in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of and Buyer shall not settle such Tax Proceeding without the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSeller, which such consent shall not be unreasonably withheld, delayed or conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any inquiries, audits, examinations or proposed adjustments by any Governmental Authority, which relates to any Asset Taxes for any Tax period ending prior to the Effective Date or any Straddle Period (each, a “Pre-Effective Date Tax Proceeding”); provided that the failure of Purchaser to give notice of a Pre-Effective Date Tax Proceeding shall not relieve the Seller of its obligations under this Agreement, except to the extent Seller is materially prejudiced by such failure. Seller shall have the right, at option to control the expense of the Company Equity Holders (or, in the case conduct and resolution of any Pre-Effective Date Tax Proceeding or other claim related that relates solely to Taxes which are indemnified pursuant a Tax period ending prior to Section 6.2(h), out the Effective Date. Seller may exercise such option by providing written notice to Purchaser within fifteen (15) days of the Additional Escrow Account), receiving written notice of any such Pre-Effective Date Tax Proceeding from Purchaser. If Seller elects to control any a Pre-Effective Date Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes Seller shall (i) keep Purchaser informed of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status progress of any such proceedingsPre-Effective Date Tax Proceeding, shall (ii) provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Purchaser with copies of any pleadings, material correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency (iii) permit Purchaser (or other adjustment or proposed adjustment relating Purchaser’s counsel) to Taxes of participate in meetings (including conference calls) with the Company or applicable Governmental Authority with respect to any of its Subsidiaries for a taxable period that includes but does not end on the Closing such Pre-Effective Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eTax Proceeding (at Purchaser’s cost), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (Biv) the Surviving Pubco shall inform the Company Securityholder Representative of the status not effect any settlement or compromise of any such proceedings, shall provide Pre-Effective Date Tax Proceeding without the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Purchaser, not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld delayed or delayedwithheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided, furtherthat, that Purchaser shall (i) keep Seller informed of the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Seller with copies of material correspondence with respect to any such Tax Proceeding, (iii) permit Seller (or Seller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding controlled by (at Seller’s cost), and (iv) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the Surviving Pubco that relates written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the event of a taxable period that includes but does not end on conflict between the Closing Dateprovisions in this Section 9.7 and those in Section 11.4, this Section 9.7 shall control.

Tax Proceedings. The Company Securityholder Representative Notwithstanding any other provision of this Agreement, Seller or its designee shall have the rightright to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, at (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the expense relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the Company Equity Holders commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (orincluding providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)on a Tax Return of Seller, out Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve Purchaser and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and all Taxes for the avoidance of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provideddoubt, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent Purchaser shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to control or participate in, but not direct, the prosecution or defense of in any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment Contest relating to Taxes with respect to an Acquired Company; provided, a Tax Return of Seller that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior solely relate to the settlement of Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Seller Tax Contest attributable to the settlement of Transferred Assets or allocable to any such proceedings that could reasonably Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be expected made directly to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateapplicable Asset Selling Entity.

Tax Proceedings. The Company Securityholder Representative (a) Buyer shall notify Seller of the commencement of any Tax proceeding for which Seller could have an indemnification liability pursuant to Section 8.1; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Seller’s ability to contest any such Tax liabilities. (b) Seller shall have the right, at the expense of the Company Equity Holders (or, sole right to represent each Group Company’s interests in the case of any Tax Proceeding audit or other claim related administrative or court proceeding relating to Taxes a Tax liability for which are indemnified Seller would be required to indemnify Buyer Indemnitees pursuant to Section 6.2(h)8.1 and that relates solely to a Pre-Closing Period, out and to employ counsel of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Seller’s choice at Seller’s expense; provided, however, the Company Securityholder Representative that Seller shall inform the Surviving Pubco have no right to represent a Group Company’s interests in any Tax audit or administrative or court proceeding unless (i) Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the status identity of counsel, if any, chosen by Seller in connection therewith, and (ii) Seller shall have agreed with Buyer that, as between Buyer and Seller, Seller shall be liable for any Losses relating to Taxes that result from such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco audit or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayedproceeding; provided, further, that the Surviving PubcoBuyer and its representatives shall be permitted, at its own Buyer’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Indemnitee or any Group Company for any period after the Closing Date to any extent unless Seller has indemnified each Buyer Indemnitee against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. (c) Buyer shall have the sole right to represent each Group Company’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which Seller has exercised such right pursuant to Section 8.3(b) and to employ counsel of Buyer’s choice at Buyer’s expense, provided that Seller and its representatives shall be permitted, at Seller’s expense, to be present at, and participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representativeaudit or proceeding that relates to a Straddle Period. the Surviving Pubco Buyer shall have the right, at its own expense, sole right to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes each Group Company with respect to an Acquired Company; providedany issue, that and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding to the case of extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. (d) Nothing herein shall be construed to impose on Buyer any obligation to defend a Group Company in any Tax Proceeding, claim for refund, contest, assessment, deficiency audit or other adjustment administrative or proposed adjustment relating court proceeding. Any proceeding with respect to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but which Seller does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative assume control in accordance with this Section 6.2(e), (A) 8.3 may be settled or compromised in the Surviving Pubco shall provide the Company Securityholder Representative written notice discretion of such proceedingBuyer, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent compromise shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the affect any Buyer Indemnitee’s right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateindemnification under this Agreement.

Tax Proceedings. The Company Securityholder Representative (i) An Indemnified Party shall have promptly deliver to the right, at the expense of the Company Equity Holders (or, in the case Indemnifying Party a copy of any Tax Proceeding written communication received by the Indemnified Party or other claim related to any of its Affiliates from a Taxing Authority concerning Taxes for which are indemnified indemnification may be claimed pursuant to Section 6.2(h)the provisions of this Agreement and shall promptly notify the Indemnifying Party in writing of any pending or threatened audit, out claim or demand (a “Tax Claim”) that could give rise to a right of indemnification, and to the Additional Escrow Account)extent reasonably estimable, describing in reasonable detail the facts and circumstances with respect to control any the subject matter of such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Claim; provided, however, that the Company Securityholder Representative failure to provide such notice shall inform not release the Surviving Pubco Indemnifying Party from any of its obligations under this Agreement except to the status extent the Indemnifying Party is actually prejudiced by such failure. (ii) After the Closing Date and except as otherwise provided in Sections 6.13(c)(iii), the Buyer shall have the exclusive right to control any Tax Claim or administrative or judicial proceeding with respect to any Tax liability, in each case to the extent that such Tax Claims or administrative or judicial proceedings relate to Tax liability with respect to a Company. The Sellers shall have the right to participate in any such Tax Claim or administrative or judicial proceeding at their own expense; provided that the Buyer may not settle, compromise and/or concede any portion of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Tax Claim or administrative or judicial proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Sellers which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. (iii) The Sellers shall have the exclusive right to control any Tax Claim or administrative or judicial proceeding with respect to any Tax liability, furtherin each case to the extent that such Tax Claims or administrative or judicial proceedings relate to Tax liability with respect to a Company for a taxable period ending on or prior to the Closing Date. Notwithstanding the preceding sentence, that the Surviving Pubco, at its own expense, Buyer and such Company shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by Claim or administrative or judicial proceeding described in the Company Securityholder Representative. the Surviving Pubco shall have the right, preceding sentence at its their own expense, to control and the Sellers shall not settle, compromise and/or concede any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice portion of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency Claim or other adjustment administrative or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain judicial proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any Buyer and such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateCompany, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; providedprovided that, furtherif the Sellers fail to assume control of the conduct of any such Tax Claim or administrative or judicial proceeding within fifteen (15) days following the receipt by the Sellers of notice of such Tax Claim or administrative or judicial proceeding, that the Buyer and such Company Securityholder Representative, at its own expense, shall have the right to participate inassume control of such Tax Claim or administrative or judicial proceeding and shall be entitled to settle, but not directcompromise and/or concede any portion of such Tax Claim or administrative or judicial proceeding. In the event of any conflict between the provisions of this Section 6.13(c)(iii) and the provisions of Article IX, the prosecution or defense provisions of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section 6.13(c)(iii) shall control.

Tax Proceedings. The (i) This Section 7.7(f) and not Section 10.3 shall govern with respect to Tax Proceedings (as defined below). After the Closing, the Purchaser shall promptly notify the Stockholder Representative in writing of any proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser or the Company Securityholder or its Subsidiaries (“Tax Proceeding”) which, if relating to a Pre-Closing Period (or a Straddle Period Tax Return) or if determined adversely to the taxpayer or after the lapse of time, could result in an indemnification obligation of the Stockholders under this Agreement. After the Closing, the Stockholder Representative shall promptly notify the Purchaser in writing of any Tax Proceeding relating to the Company or its Subsidiaries, notice of which is received by the Stockholders or the Stockholder Representative. Notices required to be given by or to the Purchaser or the Stockholder Representative shall contain factual information (to the extent known to the Stockholders, Stockholder Representative, the Purchaser or the Company or its Subsidiaries, as the case may be) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect of any such asserted Tax Liability. (ii) In the case of a Tax Proceeding that relates solely to any Pre-Closing Period, but excluding any Straddle Periods, the Stockholder Representative shall have the right, at right to direct and control the expense conduct of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of provided the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Purchaser shall have the right to participate in, but not direct, (at the prosecution or defense of Purchaser’s own expense) in any such Tax Proceedings controlled by Proceeding. The Purchaser’s right to participate shall include, but shall not be limited to, the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, right to control receive copies of all correspondence from any other Governmental Entity relating to such Tax Proceeding, initiate attend meetings and review and comment on submissions relating to any other claim for refundTax Proceeding, and contestStockholder Representative shall consider in good faith any comments provided by the Purchaser. The Stockholder Representative may, resolve on behalf of the Stockholders, elect to waive the Stockholder Representative’s right under this Section 7.7(f) to direct and defend against control any other assessment, Pre-Closing Period Tax Proceeding. Unless the Stockholder Representative notifies the Purchaser of its intent to direct and control any such Pre-Closing Period Tax Proceeding within fifteen (15) days of receipt by the Stockholder Representative of the notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refundthe Stockholder Representative shall be deemed to have waived its right to direct and control such Pre-Closing Period Tax Proceeding. In the event that the Stockholder Representative waives its right to direct and control such Pre-Closing Period Tax Proceeding, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco Purchaser shall provide the Company Securityholder Representative written notice assume control of such proceeding, Tax Proceeding and (B) the Surviving Pubco Stockholder Representative shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior be liable to the settlement Purchaser for all costs and expenses of any such proceedings and shall obtain Tax Proceeding. Upon such a waiver, the prior written consent of the Company Securityholder Stockholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in(at the Stockholder Representative’s own expense) in any such Tax Proceeding. The Stockholder Representative’s right to participate shall include, but shall not directbe limited to, the prosecution right to receive copies of all correspondence from any Governmental Entity relating to such Tax Proceeding, attend meetings and review and comment on submissions relating to any Tax Proceeding, and the Purchaser shall consider in good faith any comments provided by the Stockholder Representative; provided, however, that neither the Purchaser nor the Company or defense its Subsidiaries may settle or compromise any Tax Proceeding for any Pre-Closing Period without prior written consent of the Stockholder Representative; provided further, however, that such consent to settlement or compromise shall not be unreasonably withheld. (iii) In the case of a Tax Proceeding that relates to any Straddle Periods, the Purchaser shall have the right to control the conduct of such Tax Proceeding, provided the Stockholder Representative shall have the right to participate (at the Stockholder Representative’s own expense) in any such Tax Proceeding controlled involving any asserted Tax Liability for such Straddle Period with respect to which payment may be sought from the Stockholders pursuant to this Agreement. The Stockholder Representative’s right to participate shall include, but shall not be limited to, the right to receive copies of all correspondence from any Governmental Entity relating to such Tax Proceeding, attend meetings and review and comment on submissions relating to any Tax Proceeding, and the Purchaser shall consider in good faith any comments provided by Stockholder Representative. Neither the Surviving Pubco Purchaser nor the Company or its Subsidiaries may settle or compromise any Tax Proceeding for any Straddle Period that relates would result in an indemnification obligation of the Stockholders for Taxes under this Agreement without prior written consent of the Stockholder Representative; provided, however, that consent to a taxable period that includes but does settlement or compromise shall not end on the Closing Datebe unreasonably withheld or delayed.

Tax Proceedings. The Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company Securityholder Representative which may give rise to Liability of another Party hereto (including pursuant to the indemnification provisions of this Agreement), shall have the right, at the expense promptly notify such other Party within ten (10) business days of the Company Equity Holders (or, in receipt of such notice. The Parties each agree to consult with and to keep the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending Parties hereto informed on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a Liability of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that other Parties which could reasonably be expected a basis for a claim pursuant to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, indemnity obligations hereunder. The Seller Representative shall have the right to participate inrepresent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightreasonably satisfactory to Buyer, at its own the Sellers’ expense, but only to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the extent such audit or other adjustment or proposed adjustment relating proceeding pertains to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, . Buyer shall have the right to participate inin such proceeding at its own expense, but not direct, and shall be entitled to control the prosecution or defense disposition of any issue involved in such proceeding which does not affect a potential Liability of the Sellers (including any indemnity obligation under this Agreement). Both the Buyer and the Sellers (through the Seller Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, the Seller Representative shall not, without the Buyer’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of the Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IX including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.

Tax Proceedings. The Company Securityholder Representative shall have If any Tax Authority issues to the right, at the expense Acquired Companies (i) a notice of its intent to audit or conduct another Tax Proceeding with respect to a Tax Return or Taxes of any of the Acquired Companies for any Pre-Closing Tax Period or (ii) a notice of deficiency for Taxes for any such Pre-Closing Tax Period, Buyer or the applicable Acquired Company Equity Holders shall notify the Stockholders’ Representative of its receipt of such communication from the Tax Authority within fifteen (or15) days of receipt and provide the Stockholders’ Representative with copies of all correspondence and other documents received from the Tax Authority. Buyer shall determine and control (in its sole discretion) the preparation, in the case prosecution, defense, settlement, disposition and conduct of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder subject to any confidentiality obligations of Stockholders’ Representative shall inform the Surviving Pubco under this Agreement and subject to any applicable Legal Requirements restricting any of the status following, (A) Buyer shall notify the Stockholders’ Representative of any meetings with Tax Authorities in connection with such proceedingsTax Proceeding and permit the Stockholders’ Representative, at the Stockholders’ Representative’s sole cost and expense, to attend any such meetings (in person, via telephone or via video-conference, if available) which relate solely to Taxes of the Acquired Companies for a Pre-Closing Tax Period, provided that if the Stockholders’ Representative fails to attend any such meeting (including any notice of cancellation provided by the Stockholders’ Representative) then the Buyer or any Acquired Company may proceed with such meeting without the Stockholders’ Representative; (B) Buyer shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Stockholders’ Representative with copies of any pleadings, all correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any regarding such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating permit the Stockholders’ Representative a reasonable opportunity to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date review and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of comment to Buyer regarding any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any include such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could comments as Buyer determines is reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayedappropriate; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.and

Tax Proceedings. The Company Securityholder Representative 10.6.1 Following the Closing Date, the Purchaser shall have without undue delay notify the right, at the expense Sellers of the Company Equity Holders (or, in the case any announcement or commencement of any Tax audit or administrative or judicial proceeding that is announced or commenced and that relates to a Pre-Effective Date Period (the “Tax Proceedings”). Such notice shall be in writing and shall contain factual information sufficiently describing the object of the Tax Proceeding or the asserted Tax liability in reasonable detail and shall include copies of any notice or other claim document received from any Taxing Authority in respect of any such Tax Proceeding or asserted Tax liability. 10.6.2 The Purchaser shall, and shall be responsible that the Company shall, (i) give the Sellers the opportunity to fully participate at the Sellers’ cost from the beginning on in all Tax Proceedings, (ii) upon the Sellers’ request and at the Sellers’ cost, challenge and litigate any Tax assessment or other decision of any Taxing Authority or Tax court if and to the extent it is related to Taxes which are indemnified pursuant a Pre-Effective Date Period and (iii) comply with any reasonable and lawful instructions given by the Sellers in relation to Section 6.2(h), out the conduct of the Additional Escrow Account), to control Tax Proceedings referred in (i) and (ii) above. In any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of case the Company and its Subsidiaries for any taxable period ending on or before Purchaser shall be fully responsible that after the Closing Date (i) no document or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior information related to the settlement of Pre-Effective Date Period or to Tax Proceedings is submitted to any such proceedings and shall obtain Taxing Authority without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSellers, which consent shall not be unreasonably conditioned, withheld or delayedwithheld; provided, further, and that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such (ii) no Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which Proceeding is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain settled without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Sellers. 10.6.3 The Purchaser shall fully cooperate, and shall cause the Company Securityholder Representative and its representatives to fully cooperate with the Sellers with respect to all Tax Proceedings. On Sellers’ request, the Purchaser shall in particular be fully responsible that the Sellers obtain any document or information which can be useful for the Sellers to avoid or mitigate any liability under this Clause 10, provided that the respective document or information is accessible for the Company or any of its Subsidiaries in any taxable period (the Purchaser or portion thereof) ending on or before the Closing Datecan be procured by them. The Purchaser shall, which consent and shall not be unreasonably conditioned, withheld or delayed; provided, further, fully responsible that the Company Securityholder Representativeshall, at its own expensestore all records, shall have documents and information relating to Tax Proceedings until the right to participate in, but not direct, the prosecution or defense expiration of any such Tax Proceeding controlled by applicable statute of limitations. 10.6.4 The Purchaser may refuse to cooperate under this Clause 10.6 if the Surviving Pubco that relates to a taxable period that includes but does not end on Purchaser at the Closing Datesame time waives all potential claims it may have against the Seller under this Clause 10.

Tax Proceedings. The Company Securityholder Representative (a) Except as provided in this Section 9, GE shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), exclusive right to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment Contest relating to (1) GE Consolidated Tax Returns, (2) any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating that are allocated to Taxes which are indemnified GE pursuant to Section 6.2(h3(a), or (3) Distribution Taxes; provided, however, that to the Company Securityholder Representative extent that the Tax Contest relates to any Taxes, refunds, credits or offsets that are allocated to RF under this Agreement or to the extent the Tax Contest may have any direct impact on any payments to or from RF required under this Agreement (other than any payment from RF to GE by reason of Section 5(a)(3)), RF shall inform be entitled to participate in the Surviving Pubco conduct of the status Tax Contest, which participation shall include, but not be limited to, (1) GE keeping RF reasonably apprised regarding the progress of any such proceedingsthe Tax Contest, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense2) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult GE providing RF with the Surviving Pubco prior opportunity to the settlement of review and comment on any material correspondence with any Taxing Authority and on any submissions to any court and (3) GE not settling or compromising such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateTax Contest without RF’s consent, which consent shall not be unreasonably conditioned, withheld or delayed. (b) Notwithstanding anything in Section 9(a) to the contrary, RF shall control any portion of a Tax Contest that, in RF’s reasonable determination, would require the divulgence of confidential, private customer information that is prohibited under applicable “privacy” or similar Laws, and the members of the RF Group shall not be required to divulge any such information to any member of the GE Group. (c) RF shall have the exclusive right to control all other Tax Contests involving members of the RF Group that are not described in Section 9(a); provided, furtherhowever, that to the Surviving Pubcoextent that the Tax Contest may have any impact on any payments to or from GE required under this Agreement, at its own expense, GE shall have the right be entitled to participate in, but not direct, in the prosecution or defense conduct of any such Tax Proceedings controlled by Contest, which participation shall include, but not be limited to, (1) RF keeping GE reasonably apprised regarding the Company Securityholder Representative. progress of the Surviving Pubco Tax Contest, (2) RF shall have providing GE with the right, at its own expense, opportunity to control review and comment on any other Tax Proceeding, initiate material correspondence with any other claim for refund, Taxing Authority and contest, resolve on any submissions to any court and defend against any other assessment, notice of deficiency, (3) RF not settling or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any compromising such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeContest without GE’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateconsent, which consent shall not be unreasonably conditioned, withheld or delayed; provided. (d) If RF reasonably determines that information proposed to be divulged by GE during the conduct of any Tax Contest is in the nature of “proprietary” information of the RF Group, furtherGE shall discuss with RF in good faith to determine whether there are reasonable alternative means of achieving the same objectives as are intended to be achieved through the divulgence of such information that do not involve the divulgence of such information, and to the extent that GE determines, in its reasonable discretion, that the Company Securityholder Representativesuch alternative means would achieve such objectives and would not cause any other disadvantages to GE, at its own expense, GE shall have the right to participate in, but not direct, the prosecution or defense use such alternative means instead of any divulging such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateinformation.

Tax Proceedings. The Company Securityholder Representative Seller and Buyer shall have notify the right, at the expense other within ten (10) days of the receipt by such Party (or any of their Affiliates), as applicable, of notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes of or with respect to any Target Group Company for which Seller (or any of its Affiliates) may be liable whether directly on a pass-through basis (such as income Taxes), or otherwise (a “Tax Proceeding”). Subject to the provisions of any Tax Equity Holders Documents, Seller shall be entitled to control and defend any Tax Proceeding related solely to a Pre-Closing Tax Period; provided, however, Seller shall (ori) permit Buyer to participate (at its own expense) in such Tax Proceeding, (ii) keep Buyer reasonably informed of the developments and status of such Tax Proceeding, and (iii) not settle or compromise any such Tax Proceeding without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control the resolution of a Tax Proceeding or in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant a Straddle Period or related only in part to Section 6.2(h)a Pre-Closing Period, out of the Additional Escrow Account), to Buyer shall control and defend any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative Buyer shall inform the Surviving Pubco (i) permit Seller to participate (at its own expense) in such Tax Proceeding, (ii) keep Seller reasonably informed of developments and the status of any such proceedings, shall provide the Surviving Pubco Tax Proceeding and (at the Surviving Pubco’s cost and expenseiii) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any not settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that . If at the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense conclusion of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment Proceeding relating to a Straddle Period any Taxes of or with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Target Group Company (or any of its Subsidiaries for a taxable period that includes but does not end on Target Group Company operations or assets) are assessed, Seller shall pay to Buyer the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice portion of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior Taxes attributable to the settlement pre-Closing portion of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries Straddle Period, without duplication, calculated in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datemanner consistent with Section 6.8(f).

Tax Proceedings. The Company Securityholder Buyer and the Seller Representative shall have the right, at the expense promptly notify each other upon receiving notice of any pending or threatened Tax proceeding that could result in Tax liability for any member of the Company Equity Holders (orGroup with respect to a Pre-Closing Tax Period or a Straddle Period, in the case of any Tax Proceeding or other claim related that relates to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to a Flow-Through Return. The Seller Representative shall control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating proceeding (i) with respect to any and all Taxes a member of the Company and its Subsidiaries for Group (other than the Company Group GP Entities) that relates solely to any taxable Tax period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, and (ii) with respect to the Company Group GP Entities. The Buyer shall control all other Tax proceedings with respect to the members of the Company Group. The Seller Representative shall consult with the Buyer regarding any Tax proceeding with respect to the members of the Company Group that the Seller Representative controls, provide the Buyer with information and documents related thereto, permit the Buyer or its representative to attend and participate in any such Tax proceeding at the Buyer’s sole cost and expense, and not settle any such Tax proceeding without the consent of the Buyer (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). Notwithstanding any provision in this Section 10 to the contrary, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case any Pre-Closing Tax Period of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes member of the Company or any Group to which the Partnership Audit Rules apply, except as otherwise consented to by Buyer, each member of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance Group shall make the election under Section 6226(a) of the Code with this Section 6.2(e), (A) respect to the Surviving Pubco shall provide the Company Securityholder Representative written notice alternative to payment of imputed underpayment of such proceeding, member and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and similar election under state or local Applicable Law. The Buyer shall consult with the Seller Representative regarding any other Tax proceeding with respect to a member of the Company Securityholder Group that the Buyer controls and that could result in Tax liability for any Seller or any member of the Company Group in respect of which the Sellers may become obligated to make any indemnity payment pursuant to Section 11, provide the Seller Representative prior with information and documents related thereto, permit the Seller Representative to the settlement of attend and participate in any such proceedings Tax proceeding at the Seller Representative’s sole cost and shall obtain expense, and, solely with respect to any such tax proceeding that would give rise to Tax liability for any Seller or any member of the prior written Company Group, not settle any such Tax proceeding without the consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). The provisions of this Section 10.2(b) shall apply notwithstanding anything to the contrary in Sections 11.6, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution 11.7 or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date11.8.

Tax Proceedings. The Company Securityholder Representative shall have If, subsequent to the rightClosing Date, at the expense of Buyer or the Company Equity Holders (or, in shall receive notice of a Tax proceeding with respect to the case of any Tax Proceeding or other claim related Company with respect to Taxes the payment of which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of is due from the Company and its Subsidiaries to a Governmental Authority for any taxable period ending on or before operations prior to the Closing Date and for which Sellers would have any responsibility or an indemnification obligation under Section 7.3(f) hereof, Buyer shall promptly notify Sellers in writing of such Tax proceeding, provided that the failure of Buyer to give such notice shall not relieve Sellers of their indemnification obligations under Section 7.3(f) hereof, except to the extent that Sellers can demonstrate actual loss and prejudice as a result of such failure. With respect to any Tax proceeding for which: (i) Sellers acknowledge in writing that Sellers are liable under Section 7.3(f) for all damages relating thereto and (ii) Buyer reasonably believes that Sellers will indemnify Buyer for all such damages, Sellers shall be entitled to Taxes which are indemnified pursuant control, in good faith, all proceedings taken in connection with such Tax proceeding with counsel satisfactory to Section 6.2(h)Buyer; provided, however, that (x) Sellers shall promptly notify Buyer in writing of its intention to control such Tax proceeding and shall provide Sellers the Company Securityholder Representative reasonable opportunity to participate in such Tax proceeding at their own expense and that Buyer shall regularly inform the Surviving Pubco of Sellers as to the status of such Tax proceeding, (y) in the case of a Tax proceeding relating to Taxes of the Company for a Tax period beginning before and ending after the Closing Date, Sellers and Buyer shall jointly control all proceedings taken in connection with any such proceedingsTax proceeding, shall provide the Surviving Pubco and (at the Surviving Pubco’s cost and expensez) with copies of if any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that Tax proceeding could reasonably be expected to adversely affect have an adverse effect on Buyer, the Surviving Pubco Company, or an Acquired Company any of their Affiliates in any taxable Tax period ending beginning after the Closing Date, the Tax proceeding shall not be settled or resolved without Buyer’s consent, which consent shall not be unreasonably conditioned, withheld or delayed; provided. Notwithstanding the foregoing, further, that if notice is given to Sellers of the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense commencement of any Tax proceeding and Sellers do not, within ten (10) Business Days after Buyer’s notice is received, give notice to Buyer of its election to assume the defense thereof (and in connection therewith, acknowledge in writing Sellers’ indemnification obligations hereunder), Sellers shall be bound by any determination made in such Tax Proceedings controlled proceeding or any compromise or settlement thereof effected by Buyer. Buyer and the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, use their reasonable efforts to control any other provide Sellers with such assistance as may be reasonably requested by Sellers in connection with a Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, proceeding controlled solely or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled jointly by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateSellers.

Tax Proceedings. The Company Securityholder (i) After the Closing, the Representative shall have the right, at right to control the expense of the Company Equity Holders (or, in the case conduct of any Tax Proceeding audit, examination, or other claim related similar proceeding, and any administrative or judicial proceeding relating solely to state or local Taxes which are indemnified pursuant to Section 6.2(h), out of involving the Additional Escrow Account), to control any Company (“State / Local Tax Proceeding”) that relates exclusively to a Pre-Closing Period, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, that (A) the Representative shall conduct any such State / Local Tax Proceeding diligently and in good faith, (B) the Representative shall provide Purchaser and the Company Securityholder with a timely and reasonably detailed account of each phase of such State / Local Tax Proceeding, (C) the Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with Purchaser and the Surviving Pubco prior to Company before taking any significant action in connection with such State / Local Tax Proceeding, (D) the settlement of Representative shall not submit any written materials prepared or furnished in connection with such proceedings and shall obtain State / Local Tax Proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DatePurchaser, which consent shall not be unreasonably conditionedwithheld, withheld or delayed; provided, further, that (E) Purchaser and the Surviving Pubco, at its own expense, Company shall have the right be entitled to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other State / Local Tax Proceeding, initiate including by participating in any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, in-person meetings or other adjustment or proposed adjustment relating to Taxes telephone conversation with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceedingtaxing authorities, and (BF) the Surviving Pubco Representative shall inform the Company Securityholder Representative of the status of not settle, compromise or abandon any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain State / Local Tax Proceeding without obtaining the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DatePurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. (ii) After the Closing, further, that the Company Securityholder Representative, at its own expense, Purchaser shall have the right to participate incontrol the conduct of any Tax audit, but examination, or similar proceeding, and any administrative or judicial proceeding relating to Taxes involving the Company (“Tax Proceeding”) not directdescribed in (i); provided, however, that to the prosecution or defense of extent any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does Pre-Closing Tax Period, (A) Purchaser shall provide the Representative with a timely and reasonably detailed account of each phase of such Tax Proceeding, (B) Purchaser shall consult with the Representative before taking any significant action in connection with such Tax Proceeding, (C) Purchaser shall consult with Representative and offer the Representative an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (E) Representative shall be entitled to participate in such Tax Proceeding, at the Representative’ expense, and (F) Purchaser shall not end on settle, compromise or abandon any such Tax Proceeding without obtaining the Closing Dateprior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Proceedings. The Company Securityholder Representative If a claim shall have the right, at the expense be made by any Tax authority in respect of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable Tax period (or portion thereof) ending on or before prior to the Closing Date, CEP shall promptly give written notice to the Xxxxxxx of such claim in accordance with Section 10.10. The failure of CEP to give such notices shall relieve Xxxxxxx from its indemnification obligations hereunder, but only to the extent it is actually prejudiced by such failure. With respect to any Tax claim against the Company for which consent Xxxxxxx may be liable pursuant to this Article VIII, Xxxxxxx shall not be unreasonably conditioned, withheld or delayedcontrol all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel) at Xxxxxxx’x expense and pay all Taxes related thereto; provided, furtherhowever, that if the resolution of any portion of such a Tax claim would increase the Taxes of CEP, the Company Securityholder Representativeor their direct or indirect owners for a Tax period after the Closing Date, Xxxxxxx shall give written notice thereof to CEP, and CEP shall be entitled to participate in the proceedings taken in connection with such portion of such Tax claim. CEP shall control at its own expense, shall have expense all proceedings taken in connection with any Tax claim relating to the right Company for a Straddle Period and in connection with any Tax claim relating to participate in, but not direct, the prosecution or defense of any such Company for a Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on beginning after the Closing Date; provided, however, that if the resolution of any portion of such a Tax claim would reasonably be expected to adversely affect Xxxxxxx, CEP shall give written notice thereof to the Xxxxxxx, and Xxxxxxx shall be entitled to participate in the proceedings taken in connection with such portion of such Tax claim. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax claim for a Tax period (or portion thereof) ending on or prior to the Closing Date which it is entitled to control pursuant to this Agreement, and the other Party shall thereupon be permitted to defend and settle such proceeding without prejudice.

Tax Proceedings. The Company Securityholder Representative shall have the rightIn case any written claim, at the expense of the Company Equity Holders (ordemand or deficiency with respect to any Tax is asserted or any action is commenced or written notice is given by any Taxing authority against SICC or Buyer, in respect to which indemnity may be sought against the case Shareholders in accordance with Section 10.1 of this Agreement, Buyer shall give prompt written notice to the Shareholders. The failure of Buyer to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Shareholders are actually prejudiced by such failure. The Shareholders shall promptly give written notice to Buyer of any Tax Proceeding written or other claim related notification received by the Shareholders from a Taxing authority of a proposed adjustment with respect to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, SICC or other adjustment or proposed adjustment relating its Affiliates which is attributable to any and all Taxes of the Company and its Subsidiaries for any taxable period Tax periods ending on or before the Closing Date and shall also promptly give written notice to Buyer if a Taxing authority threatens to assert against SICC or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedBuyer the Tax Liability of any others (including, howeverbut not limited to, the Company Securityholder Representative Shareholders). The Shareholders shall inform have the Surviving Pubco right to control, contest and defend at its sole cost and expense and with counsel reasonably acceptable to the Buyer. Buyer shall reasonably cooperate with respect to the portion of any claim, action or proceeding with respect to any Tax for which the Shareholders are responsible at the sole cost and expense of the status Shareholders. The Shareholders jointly and severally agree to pay to Buyer and SICC all of their reasonable expenses which they shall incur in connection with such cooperation. The Shareholders shall keep Buyer reasonably informed of the progress of any such proceedingsclaim, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request action or proceeding and shall reasonably consult with the Surviving Pubco prior to the settlement of allow Buyer’s reasonable participation therein at Buyer’s expense. The Shareholders may not settle any such proceedings and shall claim, action or proceeding in a manner which would materially adversely affect SICC or its Affiliates after the Closing Date unless the Shareholders obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not unreasonably be unreasonably conditioned, withheld or delayed; provided, further, withheld. Buyer may request that the Surviving PubcoShareholders decline to take any further action with respect to any claim, at demand or deficiency described herein, and the Shareholders thereafter shall take no further action provided that Buyer has notified the Shareholders in writing that it waives its own expense, shall have the right to participate in, but not directindemnification for any liability resulting therefrom. In the event the Shareholders request SICC to pay Taxes to a Governmental Authority prior to contesting the assessment thereof and thereafter to file a claim or suit for refund, the prosecution or defense Shareholders shall advance to SICC, on an interest-free basis, the amount of any such Tax Proceedings controlled payment, after which SICC shall promptly pay the amount to the Governmental Authority as directed by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateShareholders.

Tax Proceedings. (i) The Buyer shall deliver a written notice to the Seller in writing promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company Securityholder Representative attributable to a Pre-Closing Tax Period (each, a “Tax Contest”) and shall describe in reasonable detail (to the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”); provided, however, that the Buyer’s failure or delay to so notify the Seller shall not relieve the Seller of any obligations or liabilities that the Seller may have to the Buyer, except to the extent that the Seller has been materially prejudiced thereby. (ii) Except as otherwise set forth in this Agreement, with respect to Tax Contests for Taxes of the Company solely for a Pre-Closing Tax Period, the Seller may elect to assume and control the defense of such Tax Contest by written notice to the Buyer within thirty (30) days after delivery by the Buyer to the Seller of the Tax Claim Notice. If the Seller elects to assume and control the defense of such Tax Contest, the Seller (A) shall bear its own costs and expenses, (B) shall be entitled to engage its own counsel, and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or sxx for refund where applicable law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that the Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. If the Seller elects to assume the defense of any such Tax Contest, the Seller shall (x) keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related material correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest, and (z) provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right, at the expense Buyer’s cost and expense, to participate in (but not control) the defense of such Tax Contest. (iii) Notwithstanding anything to the Company Equity Holders (orcontrary set forth in this Agreement, in the case of connection with any Tax Proceeding or other claim related Contest that relates to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company for a Pre-Closing Period that (A) are not solely for a Pre-Closing Tax Period, or (B) the Seller does not timely and its Subsidiaries for any taxable period ending on or before the Closing Date or relating properly elect to Taxes which are indemnified control pursuant to Section 6.2(h‎7.8(f)(ii); provided, howeversuch Tax Contest shall be controlled by the Buyer (and the Seller shall reimburse the Buyer for all reasonable costs and expenses incurred by the Buyer relating to a Tax Contest described in this Section ‎7.8(f)(iii)) and the Seller agrees to cooperate with the Buyer in pursuing such Tax Contest and, at its own costs and expenses, the Company Securityholder Representative Seller shall inform have the Surviving Pubco right to participate in (but not control) the defense of the status of such Tax Contest (including participating in any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult discussions with the Surviving Pubco prior to applicable Taxing Authority regarding such Tax Contests). In connection with any Tax Contest that is described in this Section ‎7.8(f)(iii) and controlled by the settlement of any Buyer, the Buyer shall not settle or compromise such proceedings and shall obtain Tax Contest without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Seller (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). (iv) In connection with any Tax Contest for Taxes of the Company for any Straddle Period, furthersuch Tax Contest shall be controlled by the Buyer. The Buyer shall (A) keep the Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller of any related correspondence and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), that (B) consult with the Surviving PubcoSeller in connection with the defense or prosecution of any such Tax Contest and (C) provide such cooperation and information as the Seller shall reasonably request, and, at its own expensecosts and expenses, the Seller shall have the right to participate in, in (but not direct, control) the prosecution or defense of any such Tax Proceedings Contest (including participating in any discussions with the applicable Taxing Authority regarding such Tax Contests). In connection with any Tax Contest that is described in this Section ‎7.8(f)(iv) and controlled by the Company Securityholder Representative. Buyer, the Surviving Pubco Buyer shall have not settle or compromise the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Contest without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Seller (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that ). (v) Notwithstanding anything to the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directcontrary contained in this Agreement, the prosecution or defense of any such procedures for all Tax Proceeding controlled Contests shall be governed exclusively by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section ‎7.8(f).

Tax Proceedings. The Company Securityholder Representative (a) Sellers shall have the rightright to control any audits, at the expense examinations, litigation or other proceedings (each, a “Tax Proceeding”) with respect to Returns of the Company Equity Holders Companies for any Pre-Closing Period (orwhether or not such Returns are filed before or after the Closing Date). Buyer shall promptly notify Sellers of the commencement of any such Tax Proceeding, and agrees to cooperate with Sellers in the case of such Tax Proceeding. Buyer and its counsel shall be allowed to participate in such Tax Proceedings at Buyer’s expense. In any Tax Proceeding or other claim related to Taxes a Pre-Closing Period which are indemnified pursuant to Section 6.2(h), out may have the effect of increasing Buyer’s or the Additional Escrow Account), to control Companies’ Tax liability for any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent the Sellers and the Sellers’ Representative shall not be unreasonably conditioned, withheld settle or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of compromise any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeProceeding without Buyer’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateconsent, which consent shall not be unreasonably conditioned, withheld or delayed; provided, furtherprovided however, that Buyer shall consent to any settlement or compromise if the Company Securityholder Representative, at its own expense, Sellers fully indemnify Buyer for any increase in Buyer’s or the Companies’ Tax liability as a result thereof. Section 9.3 of this Agreement shall apply to Tax Proceedings to the extent not inconsistent herewith. (b) Sellers shall have the right to participate in, but in any Tax Proceeding for any Straddle Period that may have the effect of increasing Seller’s Tax liability for any Tax period or portion of a period ending on or prior to the Closing Date or that may result in an indemnification obligation on the part of Sellers pursuant to Section 9.1 hereof. Buyer shall not direct, the prosecution settle or defense of compromise any such Tax Proceeding controlled by without the Surviving Pubco prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld or delayed; provided however, that relates Sellers’ Representative shall consent to a taxable period any settlement or compromise if the Buyer fully indemnifies Sellers for any increase in Sellers’ or the Companies’ Tax liability resulting from such settlement or compromise or agrees to waive Sellers’ indemnification obligations under Section 9.1 that includes but does not end on the Closing Datemay result from such settlement or compromise.

Tax Proceedings. (i) If any Governmental Entity asserts a Tax Claim, then the party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto; provided, however, that the failure to so notify shall not relieve the party from whom indemnification is being sought of its obligations hereunder, except to the extent that the party from whom indemnification is being sought is materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Entity. (ii) The Company Securityholder Representative shall shall, subject to Section 7.03(d)(iv), have the rightright to control, at the expense Representative’s expense, any audit, examination, contest, litigation or other proceeding against any Governmental Entity (a “Tax Proceeding”) in respect of the Company Equity Holders (or, in the case or any of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending that ends on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Date; provided, however, that (A) the Company Securityholder Representative shall inform provide Parent with a timely and reasonably detailed account of each phase of such Tax Proceeding, (B) the Surviving Pubco Representative shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (C) the Representative shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) Parent or an Affiliate of the status of any Parent shall be entitled to participate, at its sole expense, in such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost Tax Proceeding and expense) with receive copies of any pleadingswritten materials relating to such Tax Proceeding received from the relevant Governmental Entity and (E) if such Tax Proceeding could have an adverse impact on the Parent, correspondence and the Company or any of their respective Subsidiaries following the Closing (other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of than any such proceedings and impact that is de minimis), the Representative shall obtain not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateParent, which consent shall not be unreasonably conditionedwithheld. (iii) Parent shall, withheld or delayed; providedsubject to Section 7.03(d)(iv), further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice Proceeding in respect of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by any Straddle Period of the Company Securityholder Representative in accordance with this Section 6.2(e)or any of its Subsidiaries; provided, however, that (A) the Surviving Pubco Parent shall provide the Company Securityholder Representative written notice with a timely and reasonably detailed account of each phase of such proceedingTax Proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and Parent shall consult with the Company Securityholder Representative prior before taking any significant action in connection with such Tax Proceeding, (C) Parent shall consult with the Representative and offer the Representative an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) the settlement Representative shall, at its sole expense, be entitled to participate in such Tax Proceeding and receive copies of any written materials relating to such proceedings Tax Proceeding received from the relevant Governmental Entity, and (E) Parent shall obtain not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Company Securityholder Representative prior Representative, which consent shall not be unreasonably withheld. (iv) Notwithstanding anything in this Agreement to the settlement contrary, Parent shall have the exclusive right to control (A) any Tax Proceeding in respect of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries not described in Section 7.03(d)(ii) or (iii); (B) any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that Tax Proceeding in respect of the Company Securityholder Representative, at or any of its own expense, shall have the right to participate in, but not direct, the prosecution Subsidiaries described in Section 7.03(d)(ii) or defense of any (iii) if (x) such Tax Proceeding controlled by would not give rise to any indemnification obligation pursuant to Section 7.03(b), (y) more than half of the Surviving Pubco Tax liability resulting from such Tax Proceeding would not reasonably be expected to be recovered from the Indemnification Escrow Account (taking into account applicable deductibles and any other pending asserted claims) or (z) Parent notifies the Representative in writing that relates Parent is waiving its right to indemnification pursuant to Section 7.03(b) with respect to Taxes imposed as a taxable period that includes but does result of the resolution of such Tax Proceeding; and (C) any Tax Proceeding in respect of the Company or any of its Subsidiaries described in Section 7.03(d)(ii) if the Representative fails or elects not end on the Closing Dateto defend diligently such Tax Proceeding.

Tax Proceedings. (a) The Company Securityholder Representative Purchasers shall give written notice within ten (10) Business Days to the Seller of the assertion of any claim, or the commencement of any suit, audit, action or other proceeding by any Governmental Entity of any Tax or Tax Return in respect of a Pre-Closing Tax Period or that could otherwise reasonably be expected to result in a Covered Tax for which the Seller Indemnifying Parties would be liable pursuant to Section 9.06(a) (a “Tax Proceeding”) and shall promptly give the Seller such information with respect thereto as the Seller may reasonably request. Any failure by the Purchasers to provide such notice in the manner and time described in this Section 9.07(a) to the Seller shall relieve the Seller Indemnifying Parties of their indemnity obligations under Section 9.06 only to the extent that Seller Indemnifying Parties are actually prejudiced thereby. (b) The Seller shall have the right, at right to elect to control and to assume the expense of the Company Equity Holders (or, in the case sole defense of any Tax Proceeding to the extent that it relates solely to a Tax or other claim related to Taxes which are indemnified Tax Return in respect of a Pre-Closing Tax Period at its own expense; provided, that (A) the Seller shall not assume the defense of any such suit, action or proceeding if the Seller, on behalf of the Seller Indemnifying Parties, does not acknowledge that it would have an indemnity obligation for the Tax Losses resulting from such Tax Proceeding under this Article IX within twenty (20) days of receipt of notice pursuant to Section 6.2(h9.06(a), out of (B) the Additional Escrow Account)Seller shall not, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubcowithout Parent’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateconsent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, furthersettle or otherwise compromise such Tax Proceeding if such settlement or compromise could result in an increase in the Tax liability of the Purchasers or any of their respective affiliates (including, that after the Surviving PubcoClosing, at any Operating Company), (C) Parent and its own expense, affiliates shall have the right (but not the duty) to participate in, but not direct, in the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightthereof and to employ counsel, at its their own expense, separate from the counsel employed by the Seller, (D) Parent may object to control the Seller’s choice of counsel if such counsel would have an actual or potential conflict of interest representing any other of the Purchasers or any of their affiliates in the Tax Proceeding, initiate any other claim and (E) the Seller shall consult with Parent upon Parent’s reasonable request for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating such consultation from time to Taxes time with respect to an Acquired Companysuch Tax Proceeding. (c) The Purchasers shall assume the defense and control of any Tax Proceeding other than any Tax Proceeding of which the Seller has elected the defense and control pursuant to Section 9.07(b); provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco Purchasers shall provide not, without the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeSeller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateconsent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, furthersettle or otherwise compromise such Tax Proceeding if such settlement or compromise would result in any Covered Tax for which the Seller Indemnifying Parties would be responsible, that (B) the Company Securityholder RepresentativeSeller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Purchasers and (C) the Purchasers shall consult with the Seller upon the Purchasers’ reasonable request for such consultation from time to time with respect to any Tax Proceeding relating to a Covered Tax. (d) Without limiting any provision of this Section 9.07 hereof, the Seller, PEL, the Purchasers and each of their respective affiliates shall fully cooperate in the defense or prosecution of any Tax Proceeding. (e) The Purchaser Indemnitees may seek payment for the Tax Losses indemnifiable under this Article IX directly from the Seller Indemnifying Parties who shall be jointly and severally liable in the case of indemnifiable Tax Losses or other claims under this Article IX. Without limiting the foregoing, and without duplication, the Purchaser Indemnitees shall have the right to participate in, but not direct, seek recovery for (all or any portion of) the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateLosses indemnifiable under this Article IX in accordance with Section 2.05.

Tax Proceedings. The Company Securityholder Representative Buyer Parent shall have give prompt written notice to Seller Parent if Buyer Parent or any of its Affiliates (including the right, at the expense Acquired Companies) receives any written notice of the Company Equity Holders (or, in the case of any a Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes for which are indemnified pursuant Seller Parent is reasonably expected to Section 6.2(hbe liable under this Agreement (a “Specified Tax Contest”); provided, however, that the Company Securityholder Representative failure of Buyer Parent to give such notice shall inform not release, waive or otherwise affect the Surviving Pubco obligations of Seller Parent or its Affiliates with respect to this Agreement except if and to the status extent that the Seller Parent or its Affiliates are actually prejudiced as a result of such failure. Seller Parent shall, at its sole discretion, have the option of controlling and defending the conduct of any such proceedingsSpecified Tax Contest with counsel (including, shall provide for the Surviving Pubco (avoidance of doubt, accountants) of its choice at the Surviving Pubco’s its own cost and expense; provided that, if Seller Parent so elects to control such Specified Tax Contest, (i) Seller Parent shall keep Buyer Parent reasonably informed regarding the progress and substantive aspects of such Specified Tax Contest, (ii) Buyer Parent shall be entitled to participate, with copies counsel of its own choosing and at its sole cost and expense, in such Specified Tax Contest, and (iii) Seller Parent shall not settle or consent to the entry of any pleadingsorder, correspondence and ruling, decision or other documents as the Surviving Pubco may reasonably request and shall reasonably consult similar determination or finding with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings Specified Tax Contest that could reasonably be expected to adversely affect the Surviving Pubco or have an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company adverse effect on Buyer Parent or any of its Subsidiaries for a taxable period that includes but does not end on Affiliates (including the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (AAcquired Companies) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of Buyer Parent (such consent not to be unreasonably withheld, delayed or conditioned). If Seller Parent elects for Buyer Parent to control and defend such Specified Tax Contest, (A) Buyer Parent shall keep Seller Parent reasonably informed regarding the Company Securityholder Representative prior progress and substantive aspects of such Specified Tax Contest and (B) Buyer Parent shall not settle or consent to the settlement entry of any order, ruling, decision or other similar determination or finding with respect to any such proceedings Specified Tax Contest that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company have an adverse effect on Seller Parent or any of its Subsidiaries in any taxable period Affiliates without the prior written consent of Seller Parent (or portion thereof) ending on or before the Closing Date, which such consent shall not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary contained in this Agreement, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, this Section 5.06(g) shall have the right control with respect to participate in, but not direct, the prosecution or defense of any such Specified Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateContest.

Tax Proceedings. The Company Securityholder Representative Seller shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related right to Taxes which are indemnified pursuant elect to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubcocontrol, at its own expense, any Tax Proceeding of a Transferred Group Company (or any portion of a Tax Proceeding) that relates to a Pre-Closing Tax Period (including the portion of a Straddle Period that is a Pre-Closing Tax Period) to the extent Seller would be liable under this Agreement for any Taxes (including any Seller’s Pre-Closing Taxes or Seller’s Reorganization Taxes) resulting from the resolution of such Tax Proceeding; provided that, (i) Buyer shall have the right to participate in, but not direct, in the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightProceeding and to employ counsel and accountants, at its own expense, separate from the counsel and accountants employed by Seller, (ii) Seller shall not consent to control the entry of any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiencyjudgment, or other adjustment settle, compromise or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of discharge any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Proceeding without the prior written consent of the Company Securityholder Representative prior Buyer, not to be unreasonably withheld, conditioned or delayed, and (iii) Seller shall keep Buyer reasonably informed with respect to any such Tax Proceeding. With respect to any Tax Proceeding related to a Pre-Closing Tax Period (including any Straddle Period) that Seller does not elect to or is not entitled to control pursuant to the settlement preceding sentence, Buyer shall have the right to control such Tax Proceeding; provided that, to the extent Seller would have an indemnification obligation with respect to Taxes (including any Seller’s Pre-Closing Taxes or Seller’s Reorganization Taxes) arising from the resolution of any such proceedings that could reasonably be expected Tax Proceeding (i) Seller shall have the right to adversely affect participate in the Company Securityholder Representative or the Company or any defense of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representativesuch Tax Proceeding and to employ counsel and accountants, at its own expense, separate from the counsel and accountants employed by Xxxxx, (ii) Buyer shall have not consent to the right to participate inentry of any judgment, but not director settle, the prosecution compromise or defense of discharge any such Tax Proceeding controlled by that would reasonably be expected to result in Taxes (including any Seller’s Pre-Closing Taxes or Seller’s Reorganization Taxes) for which Seller would be liable under this Agreement without the Surviving Pubco that relates prior written consent of Seller, not to a taxable period that includes but does not end on be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller reasonably informed with respect to any such Tax Proceeding. To the Closing Dateextent the provisions of this Section 6.10 conflict with the provisions of Section 10.5 with respect to any indemnification claim related to Taxes, the provisions of this Section 6.10 shall govern.

Tax Proceedings. (i) The Company Securityholder Representative Purchaser shall have promptly notify the rightSeller in writing upon receiving notice from any taxing authority of the commencement of any claim, at the expense audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by any Member of the Company Equity Holders Group with respect to tax periods (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending portions thereof) that end on or before the Closing Date (including any settlement or relating disposition thereof) ("Tax Proceeding"), if the Purchaser is entitled to Taxes which are indemnified make a claim for payment or indemnification pursuant to this Agreement (including pursuant to Section 6.2(h9.02(a); provided, however) with respect to such Tax Proceeding. (ii) Notwithstanding any other provision of this Agreement, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Seller shall have the sole right in its discretion to participate in, but not direct, elect to represent the prosecution or defense interests of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control Group in any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceeding with respect to an Acquired Company; provided, Tax periods that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, furtherhowever, that for Tax Proceedings that do not involve Pass-through Tax Returns, Seller shall keep Purchaser reasonably informed with respect to any such Tax Proceeding and Seller shall not settle or compromise any such Tax Proceeding without the Company Securityholder Representativeprior written consent of Purchaser, at its own expensewhich it shall not unreasonably withhold, condition, or delay. (iii) Purchaser shall have the right to participate incontrol any Tax Proceeding for any Straddle Period of the Company; provided, but that with respect to any such Tax Proceeding, (A) Purchaser shall keep Seller reasonably informed with respect to such Tax Proceeding, (B) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (C) Purchaser shall not direct, the prosecution settle or defense of compromise any such Tax Proceeding controlled by without the Surviving Pubco that relates prior written consent of Seller, which it shall not unreasonably withhold, condition, or delay. (iv) The Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to a taxable period that includes but does not end on enable the Closing DateSeller to exercise its control rights as set forth in this Section 11.01.

Tax Proceedings. The Company Securityholder (i) After the Closing Date, Buyer or its Affiliates shall promptly notify the Representative shall have the right, at the expense of the Company Equity Holders (or, in the case writing of any Tax Proceeding or other claim related that relates solely to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Proceeding”) or relating any Tax Proceeding that relates to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after a Straddle Period. After the Closing Date, the Representative shall promptly notify Buyer in writing of any Tax Proceeding, notice of which consent is received by the Representative or any Member with respect to any Tax period. Notices required to be given by or to Buyer or the Representative shall contain factual information (to the extent known or reasonably available to Buyer or the Representative, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such asserted Tax liability. To the extent inconsistent therewith, this Section 6.8(h), and not be unreasonably conditionedSection 8.5, withheld or delayed; providedshall govern with respect to Tax Proceedings. (ii) In the case of a Pre-Closing Tax Proceeding, furtherthe Representative shall have the right to direct and control the conduct of such Pre-Closing Tax Proceeding, that the Surviving Pubco, at its own expense, provided Buyer shall have the right to participate in, but not direct, the prosecution or defense of (at Buyer’s own expense) in any such Pre-Closing Tax Proceedings controlled by Proceeding. Buyer’s right to participate shall include the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, right to control receive copies of all correspondence from any other Tax Authority relating to such Pre-Closing Tax Proceeding, initiate any other claim for refund, attend meetings and contest, resolve review and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment comment on submissions relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Pre-Closing Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating and the Representative shall consider in good faith any comments provided by Buyer. The Representative may elect to Taxes of the Company or any of waive its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with right under this Section 6.2(e)6.8(h)(ii) to direct and control any Pre-Closing Tax Proceeding. Upon such a waiver, (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in(at the Representative’s own expense) in any such Pre-Closing Tax Proceeding. The Representative’s right to participate shall include the right to receive copies of all correspondence from any Tax Authority relating to such Pre-Closing Tax Proceeding, but not directattend meetings and review and comment on submissions relating to any Pre-Closing Tax Proceeding, and Buyer shall consider in good faith any comments provided by the Representative. None of Buyer, the prosecution Company and any of their Subsidiaries shall settle, resolve, concede or defense otherwise compromise any issue, matter or item arising in any Pre-Closing Tax Proceeding without the Representative’s prior written consent, which shall not be unreasonably withheld or delayed. (iii) In the case of a Tax Proceeding that relates to any Straddle Periods, Buyer shall have the right to control the conduct of such Tax Proceeding, provided the Representative shall have the right to participate (at the Representative’s own expense) in any such Tax Proceeding controlled Proceeding. The Representative’s right to participate shall include the right to receive copies of all correspondence from any Tax Authority relating to such Tax Proceeding, attend meetings and review and comment on submissions relating to any Tax Proceeding, and Buyer shall consider in good faith any comments provided by the Surviving Pubco Representative. Neither Buyer, the Company nor any of their Subsidiaries shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in any Tax Proceeding for any Straddle Period without the Representative’s prior written consent, which shall not be unreasonably withheld or delayed, provided that relates no such consent shall be necessary if such settlement, resolution, concession or compromise would not result in any claim for indemnification under Article VIII or the surrender of any claim to a taxable period that includes but does not end on refund to which the Closing DateRepresentative is entitled under Section 6.8(h).

Tax Proceedings. (a) The Company Securityholder Representative shall have the rightDaily Mail Parties and Purchaser, at the expense of the Company Equity Holders (or, in as the case may be, shall as soon as reasonably practicable (but in any event no later than 15 days) notify the other party in writing upon receipt by it or any of its Affiliates of any communication from a Governmental Entity concerning any initiated or threatened Tax Proceeding that could reasonably be expected to result in a claim in respect of Taxes under this Agreement. (b) Parent shall control and defend the conduct of any Tax Proceeding or other claim related that relates to Indemnifiable Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim solely for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any a taxable period ending on or before the Closing Date Date; provided that (A) Parent shall keep Purchaser fully informed regarding the progress and substantive aspects of such Tax Proceeding, (B) Purchaser may, at its own cost, participate in any meeting or relating Tax Proceeding, and (C) Parent shall not settle or consent to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status entry of any order, ruling, decision, or other similar determination or finding with respect to any such proceedingsTax Proceeding without Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (c) Purchaser shall provide control and defend the Surviving Pubco conduct of any other Tax Proceedings; provided that for any Tax Proceedings that relate to any Indemnifiable Tax (A) Purchaser shall defend such Tax Proceeding diligently and in good faith, (B) Parent shall be entitled to participate in such Tax Proceeding (at the Surviving Pubco’s cost and its own expense) with copies and Purchaser shall keep Parent fully informed regarding the progress and substantive aspects of such Tax Proceeding, and (C) Purchaser shall not settle or consent to the entry of any pleadingsorder, correspondence and ruling, decision, or other documents as the Surviving Pubco may reasonably request and shall reasonably consult similar determination or finding with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings Tax Proceeding in a manner that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company result in any taxable period ending after the Closing Dateadditional Indemnifiable Taxes without Parent’s prior written consent, which such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The (i) After the Closing, the Purchaser shall promptly notify the Holder Representative in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser or the Company Securityholder or its Subsidiaries (“Tax Proceeding”) which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of Taxes by the Equity Holders under this Agreement. Any notices required to be given by the Purchaser shall contain factual information (to the extent known to the Purchaser, the Company or its Subsidiaries, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect of any such asserted Tax liability. Notwithstanding anything to the contrary contained herein, the failure or delay to so notify the Holder Representative pursuant to this Section 6.15(f)(i) shall not relieve the Equity Holders of any obligation or liability that the Equity Holders may have to any Purchaser Indemnified Party, except to the extent that the Equity Holders demonstrate that the Equity Holders are materially and adversely prejudiced thereby. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Holder Representative shall have the rightsole right to control and make all decisions regarding interests in any Tax Proceeding, including selection of counsel (provided that such counsel shall be reasonably acceptable to both the Holder Representative and the Purchaser) and selection of a forum for such contest in the event such Tax Proceeding relates to Taxes for which the Equity Holders may have an indemnity obligation under Section 10.1(d), provided that the Purchaser shall have the right (but not the obligation) to participate in such audit or proceeding at the expense Purchaser’s expense. The Holder Representative shall not enter into any agreement with the relevant Tax authority pertaining to such Taxes without the written consent of the Company Purchaser, which consent shall not unreasonably be withheld, conditioned, or delayed. The Purchaser’s right to participate shall include, but shall not be limited to, the right to receive copies of all correspondence from any Governmental Entity relating to such Tax Proceeding, attend meetings, and review and comment on submissions relating to any Tax Proceeding, and the Holder Representative shall consider in good faith any comments provided by the Purchaser. (iii) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall be governed exclusively by this Section 6.15 (and not Section 10.3). (iv) In the event any Tax proceeding is finally settled and resolved in such a manner as to require a payment of Taxes for which the Purchaser is indemnified hereunder, the Purchaser shall be reimbursed by the Equity Holders (or, in at the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(hPurchaser’s discretion, from the Indemnification Escrow Fund), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or such Taxes for which the Equity Holders are responsible at least five (5) days before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), Purchaser (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion Affiliate thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right is required to participate in, but not direct, the prosecution or defense of any pay such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateTaxes.

Tax Proceedings. The (a) Subject to Section 10.1(e), following the Merger and prior to the Closing Date (or Deferred Transfer Date, as applicable), Parent shall promptly notify Buyer in writing upon receipt by Parent or any of its Affiliates (including a Deferred Entity) of any written communication from a taxing authority concerning any pending or threatened Tax Proceeding with respect to Taxes of a Transferred Company Securityholder Representative (or a Deferred Entity, as applicable) and Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), right to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, that prior to the Company Securityholder Representative Closing Date (or Deferred Transfer Date, as applicable), (i) Parent shall inform have the Surviving Pubco right to participate (at its sole cost and expense) in any such Tax Proceeding, Buyer shall keep Parent reasonably informed of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost Tax Proceeding and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent Buyer shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of settle any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Proceeding without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed and (ii) Parent and Buyer shall have the right, at its own expense, to jointly control any other such Tax Proceeding, initiate any other claim for refundthe conduct, and contest, resolve and defend against any other assessment, notice settlement or subject of deficiency, which would be reasonably likely to affect Shared Transfer Taxes or other adjustment or proposed adjustment relating to Taxes Excluded Transfer Taxes. In connection with respect to an Acquired Company; provided, that in the case Buyer’s control of any such Tax Proceeding, claim Parent shall reasonably cooperate with Buyer in preparing for refundand defending any such Tax Proceeding, contestand in connection therewith, assessmentshall provide or cause the applicable Transferred Company (or Deferred Entity, deficiency or other adjustment or proposed adjustment relating as applicable) to Taxes provide Buyer with any necessary powers of attorney in a timely manner upon the Company or any request of its Subsidiaries for a taxable period that includes but does not end on Buyer. (b) Following the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e(or Deferred Transfer Date, as applicable), (ABuyer shall promptly notify Parent if Buyer becomes aware that the conduct, settlement or subject of any pending or threatened Tax Proceeding not described in Section 10.1(e) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceedingwould be reasonably likely to affect Shared Transfer Taxes or Excluded Transfer Taxes, and (B) the Surviving Pubco Parent and Buyer shall inform the Company Securityholder Representative of the status of jointly control any such proceedingsTax Proceeding. In connection with such joint control, Buyer shall reasonably cooperate with Parent in preparing for and defending any such Tax Proceeding, and in connection therewith, shall provide or cause the applicable Transferred Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereofDeferred Entity, as applicable) ending on or before to provide Parent with any necessary powers of attorney in a timely manner upon the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense request of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateParent.

Tax Proceedings. (i) The Company Securityholder Representative Selling Stockholders shall have the rightright to control and to represent ExRes and the Significant Subsidiaries and the Excluded Entities, through counsel of their own choosing, and at the expense of the Company Equity Holders (ortheir own expense, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control extent that any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyBuyer Indemnitee is, or other adjustment may be, entitled to indemnification under Section 5.8(g) or proposed adjustment relating to the extent the Selling Stockholders are entitled to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to refund under Section 6.2(h5.8(f); provided, however, that: (A) Buyer shall have the Company Securityholder Representative shall inform the Surviving Pubco right to participate through counsel of the status of its own choosing and at its own expense in any such proceedingsTax Proceeding; (B) neither Buyer nor any of its Affiliates shall be entitled in any way to compromise, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expenserelease, waive, settle, modify or pay any claim with respect to Taxes for which any Buyer Indemnitee is or may be entitled to indemnification under Section 5.8(g) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the without prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSelling Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed; providedand (C) neither the Selling Stockholders nor any of their respective Affiliates shall be entitled in any way to compromise, furtherrelease, that the Surviving Pubcowaive, at its own expensesettle, shall have the right to participate in, but not direct, the prosecution modify or defense of pay any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; providedTaxes for which Buyer is, that in the case of any such Tax Proceedingor may be, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating entitled to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this indemnification under Section 6.2(e), (A5.8(g) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateBuyer, which consent shall not be unreasonably conditioned, withheld or delayed, but only to the extent that any such compromise, release waiver, settlement, modification or payment may adversely impact Buyer, ExRes, the Significant Subsidiaries or the Excluded Entities (but, with respect to the Excluded Entities, only to the extent Buyer is obligated to share in the Shared Indemnity Amount under Section 7.5(a)) for any Post-Closing Tax Period. Except to the extent provided in the preceding sentence, Buyer shall have the exclusive right to control, and to represent the interest of ExRes and the Significant Subsidiaries for any Post-Closing Tax Period. (ii) Notwithstanding anything set forth in Section 5.8(d)(i) to the contrary, Buyer shall have the exclusive right to control and represent the interests of the Parties with respect to any Tax Proceeding for which Buyer is required to provide indemnification under Section 7.1(b)(iii) so long as there are no other indemnification obligations by the Selling Stockholders pursuant to Section 5.8(g); provided, furtherhowever, to the extent that any item for which Buyer has an indemnification obligation as set forth herein is included in a consolidated Tax Return of which Exelon Corporation is the Company Securityholder Representativeparent, at its own expense, Exelon Corporation shall have the right to control such Tax Proceeding and Buyer shall have the right to participate in, but not direct, the prosecution or defense of any (at its own expense) in such Tax Proceeding controlled by the Surviving Pubco that solely as such Tax Proceeding relates to a taxable period that includes but does such item for which Buyer has an indemnification obligation and Exelon Corporation shall not end on compromise, release, waive, settle, modify or pay any claim related to such item without the Closing Dateconsent of Buyer, which consent shall not be unreasonably withheld. (iii) Notwithstanding anything set forth in Section 5.8(d)(i) or Section 5.8(d)(ii) to the contrary, Buyer shall not provide (directly or indirectly, formally or informally, written or otherwise) any Taxing Authority with any materials, documentation or information related to the transactions that: (x) were the subject of the New England Purchase Agreement; or (y) gave rise to the Independence Restructuring Deduction, in either case without the express written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld or delayed, unless required to do so pursuant to an Order not requested by Buyer or its Affiliates.

Tax Proceedings. The Company Securityholder Representative (a) Buyer will, as to any Taxes in respect of which Sellers have agreed to indemnify Buyer under this Agreement, promptly inform Sellers of, and permit the participation of Sellers in any investigation, audit or other legal proceeding relating to Taxes by or with a Governmental Authority empowered to administer or enforce such Tax and will not consent to the settlement or final determination in such proceeding relating to Taxes without the prior consent of Sellers (which consent of Sellers shall have not be unreasonably withheld), except to the rightextent such Taxes are not subject to indemnification under Section 9.4. (b) Buyer, at on the expense one hand, and Sellers, on the other hand, will (i) use commercially reasonable efforts to keep the other advised as to the status of Tax audits and litigation involving any Taxes that could give rise to a liability of Sellers under this Agreement (a “Tax Claim”), (ii) promptly furnish to the Company Equity Holders (or, in the case other copies of any Tax Proceeding inquiries or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control requests for information from any Governmental Authority concerning any Tax ProceedingClaim, initiate (iii) timely notify the other regarding any claim for refundproposed written communication to any such Governmental Authority with respect to such Tax Claim, contest(iv) promptly furnish to the other upon receipt a copy of information or document requests, resolve and defend against any assessment, a notice of deficiencyproposed adjustment, revenue agent’s report or other adjustment similar report or proposed adjustment notice of deficiency together with all relevant documents, notices or reports, relating to any Tax Claim, (v) give the other and its or their accountants and counsel the reasonable opportunity to review and comment in advance on all Taxes written submissions, filings and any other information relevant to indemnifiable issues, and (vi) consider in good faith any suggestions made by the other Party and its or their accountants and counsel to submit documentation or attend those portions of any meetings or proceedings that relate to such proposed adjustment. (c) Subject to the provisions of Section 9.3(a) above, Sellers will have full responsibility for handling any Tax controversy, including an audit, protest to the Appeals Division of the Company and its Subsidiaries Internal Revenue Service, litigation in the United States Tax Court, any other court of competent jurisdiction or any other legal proceeding relating to Taxes involving the Group Companies for any taxable period Tax periods ending on or before the Closing Date or at Sellers’ expense, and Buyer will have full responsibility for and discretion in handling any legal proceeding relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, involving the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period for Tax periods ending after the Closing Date. (d) Within 5 days of any final determination of Tax in a legal proceeding relating to Taxes, which consent Buyer will provide a written notice to the Sellers that explains the calculation of the amount of such Tax Claim. The amount of such Tax Claim shall not be unreasonably conditionedpaid to the Buyer at the later of (i) when due or (ii) within 20 days after receipt of such notice, withheld provided that Seller shall be responsible for any interest or delayed; providedpenalties attributed to such Tax Claim due to any late payment by Sellers. If the Sellers disagree with the Buyer’s calculation of the Tax owed to the Buyer and within 20 days after receipt of such calculation requesting in writing verification of such amount, further, that such amount will be verified by a firm of independent nationally recognized accountants mutually selected by Sellers and Buyer (the Surviving Pubco, at its own expense, shall have “Independent Public Accountants”). Within 15 days after the right to participate in, but not directSellers’ request, the prosecution Independent Public Accountants will either (i) confirm the accuracy of the Buyer’s computation or defense of any (ii) notify the Sellers that such Tax Proceedings controlled by the Company Securityholder Representativecomputation is inaccurate. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in In the case of any (ii) above, the Independent Public Accountants will recompute the amount of Tax owed to the Buyer in such Tax Proceeding, claim for refund, contest, assessment, deficiency or other manner as the Independent Public Accountants determine and verify to be accurate. The costs of such verification will be borne by the Buyer unless such verification results in an adjustment or proposed adjustment relating to Taxes in the Sellers’ favor of the Company or any of its Subsidiaries for a taxable period that includes but does not end on Tax owed to the Closing Date and which is not otherwise controlled Buyer as computed by the Company Securityholder Representative Buyer, in accordance which case a portion of such costs equal to the relevant amount of the adjustment will be borne by the Sellers. The Parties agree to cooperate with such Independent Public Accountants and, subject to a confidentiality agreement reasonably satisfactory to the Buyer and Dxxxx, to supply them with all information reasonably necessary to permit them to accomplish such review and determination. Such information will be for the confidential use of the Independent Public Accountants and will not be disclosed to any other Person. The Parties agree that the sole responsibility of the Independent Public Accountants will be to determine and verify the amount of the Tax owed to the Buyer pursuant to this Section 6.2(e), (A9.3(d) and that matters of interpretation of this Agreement are not within the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative scope of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeIndependent Public Accountant’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Dateresponsibility.

Tax Proceedings. The Company Securityholder Buyer shall notify Seller Representative shall have the right, at the expense within five (5) Business Days of the Company Equity Holders either its receipt (or, in the case a) of any Tax Proceeding written notice of any audit, suit, action or other claim related to proceeding in respect of Taxes which are indemnified pursuant to Section 6.2(h)(each, out a “Tax Proceeding”) or (b) of the Additional Escrow Account), to control a written notice threatening any Tax Proceeding, initiate in either case relating in whole or in part to Taxes for which the Sellers may be liable or for which any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before Buyer Indemnitees may be entitled to indemnification from the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Sellers hereunder; provided, however, that failure to so notify Seller Representative shall not relieve the Sellers of their respective obligations hereunder unless and to the extent that Sellers are prejudiced thereby. Buyer shall control any Tax Proceeding with respect to the Company Securityholder Representative except that Buyer shall inform not agree to settle or compromise any Tax Proceeding involving the Surviving Pubco of Company, which settlement or compromise may affect the status of any such proceedingsliability for Taxes for which the Sellers may be liable or that may be indemnifiable by the Sellers under this Agreement, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Seller Representative (which consent shall may not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, ) and shall keep Seller Representative fully informed on a regular basis regarding the status of any Tax Proceeding for which the Sellers may be liable or that may affect the Surviving Pubco, at its own expense, liability for Taxes that may be indemnifiable by the Sellers under this Agreement. Seller Representative shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by at the Surviving Pubco that relates Sellers’ expense. The provisions of this Section 7.03, rather than those of Section 9.05, shall apply with respect to a taxable period that includes but does not end on the Closing Dateany Tax Proceedings.

Tax Proceedings. The Company Securityholder Representative Each Party shall have notify the right, at other Parties in writing within fifteen (15) days of receipt by the expense applicable Party or its Affiliates of the Company Equity Holders (or, in the case written notice of any Tax Proceeding. Such notification shall specify in reasonable detail the subject matter of such Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out and shall include a copy of the Additional Escrow Account)relevant portion of any correspondence received from the Governmental Authority, provided, that failure to control comply with this provision shall not affect the HEP Indemnified Parties’ right to indemnification hereunder except to the extent such failure actually and materially prejudices Xxxxxxxx HoldCo. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, as of the Closing: (i) Xxxxxxxx HoldCo shall control, at its sole cost and expense, any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice Proceeding of deficiency, or other adjustment or proposed adjustment relating Xxxxxxxx HoldCo with respect to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Intended Tax Treatment; provided, however, that Xxxxxxxx HoldCo shall keep HEP reasonably informed with respect to the Company Securityholder Representative defense and progress of such Tax Proceeding. Xxxxxxxx HoldCo shall inform the Surviving Pubco of the status of any such proceedingscontrol, shall provide the Surviving Pubco (at the Surviving Pubco’s its sole cost and expense, any Tax Proceeding of a member of the Company Group for a Pre-Closing Tax Period; provided, however, that (A) subject to the procedures of Section 9.3 of this Agreement, Xxxxxxxx HoldCo shall acknowledge in writing its obligation to indemnify the HEP Indemnified Parties in respect of such Tax Proceedings, (B) HEP shall, at HEP’s sole cost and expense, have the right to participate in any such Tax Proceeding, (C) Xxxxxxxx HoldCo shall keep HEP reasonably informed with copies respect to the defense and progress of any pleadingssuch Tax Proceeding, correspondence and other documents as the Surviving Pubco may reasonably request and (D) Xxxxxxxx HoldCo shall reasonably consult with the Surviving Pubco prior to the settlement of HEP before taking any material or significant action in connection with such Tax Proceeding and shall consider in good faith any comments received from HEP (which comments shall not be unreasonably withheld or delayed), (E) Xxxxxxxx HoldCo shall not settle, compromise, abandon or otherwise resolve any such proceedings and shall obtain the Tax Proceeding without HEP’s prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateconsent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed, and (F) Xxxxxxxx HoldCo shall conduct the control of such Tax Proceeding diligently and in good faith. (ii) HEP shall control, at its sole cost and expense, any Tax Proceeding of the HEP Entities with respect to the Intended Tax Treatment, provided, however, that HEP shall keep Xxxxxxxx HoldCo reasonably informed with respect to the defense and progress of such Tax Proceeding. HEP shall control, at its sole cost and expense, any Tax Proceeding of a member of the Company Group for a Straddle Period; provided, furtherhowever, that the Surviving Pubco(A) Xxxxxxxx HoldCo, shall, at its own Xxxxxxxx HoldCo’s sole cost and expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund(B) HEP shall keep Xxxxxxxx HoldCo reasonably informed with respect to the defense and progress of such Tax Proceeding, contest, assessment, deficiency (C) HEP shall reasonably consult with Xxxxxxxx HoldCo before taking any material or other adjustment significant action in connection with such Tax Proceeding and shall consider in good faith any comments received from Xxxxxxxx HoldCo (which comments shall not be unreasonably withheld or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(edelayed), (AD) the Surviving Pubco HEP shall provide the Company Securityholder Representative written notice of such proceedingnot settle, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of compromise, abandon or otherwise resolve any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeTax Proceeding without Xxxxxxxx HoldCo’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateconsent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that and (E) HEP shall conduct the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense control of any such Tax Proceeding controlled diligently and in good faith. For the avoidance of doubt, to the extent the procedures of this Section 6.3(d) conflict with the procedures set forth in Section 9.3(b), this Section 6.3(d) shall control over the procedures under Section 9.3(b) with respect to any Tax Proceedings or other matters governed by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section 6.3(d).

Tax Proceedings. The Company Securityholder Representative Buyer and Seller shall have each promptly notify the rightother in writing upon the receipt of notice from any Tax Authority of any pending or threatened audit or administrative or judicial proceeding related to taxes (a “Tax Proceeding”) of or with respect to any Group Company, at its business, assets or operations for any Pre-Closing Tax Period or any Straddle Period. Any failure to so notify the expense of the Company Equity Holders (or, in the case other party of any Tax Proceeding or shall not relieve such other claim related party of any liability with respect to Taxes which are indemnified pursuant such Tax Proceeding except to Section 6.2(h), out of the Additional Escrow Account), extent such party was actually prejudiced as a result thereof. Seller shall have the right to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding with respect to any and all Taxes of the Group Company and its Subsidiaries for relating solely to any taxable period ending on or before the Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hTax Period (“Seller Controlled Tax Proceeding”); provided, however, the Company Securityholder Representative that Seller (i) shall inform the Surviving Pubco of the status of keep Buyer fully informed with respect to any such proceedingsSeller Controlled Tax Proceeding, (ii) shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Buyer before taking any significant action in connection with a Seller Controlled Tax Proceeding as it relates to the settlement of Group Companies, and (iii) will not settle, compromise or abandon any such proceedings and shall obtain the Seller Controlled Tax Proceeding without obtaining Buyer’s prior written consent of the Surviving Pubco prior to the settlement of any (which consent will not be unreasonably withheld, conditioned or delayed), if such proceedings that settlement, compromise or abandonment could reasonably be expected to adversely affect have an adverse impact on Buyer or any of its Affiliates (including the Surviving Pubco or an Acquired Company Group Companies) in any a taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, . Buyer shall have the sole right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceedings with respect to an Acquired Company; the Group Companies (“Buyer Controlled Tax Proceeding”), provided, that however, that, in the case of any such a Buyer Controlled Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period Proceeding that includes but does not end on the a Straddle Period or a Pre-Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)Tax Period, Buyer (A) shall keep Seller fully informed with respect to any Buyer Controlled Tax Proceeding to the Surviving Pubco extent related to the Straddle Period or Pre-Closing Tax Period, as the case may be (B) shall provide consult with Seller before taking any significant action in connection with any Buyer Controlled Tax Proceeding to the Company Securityholder Representative written notice of such proceedingextent related to the Straddle Period or Pre-Closing Tax Period, as the case may be, and (BC) the Surviving Pubco shall inform the Company Securityholder Representative of the status of will not settle, compromise or abandon any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeBuyer Controlled Tax Proceeding without obtaining Seller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that (which consent will not be unreasonably withheld, conditioned or delayed), if Seller could reasonably be expected to adversely affect the Company Securityholder Representative be required to indemnify Buyer with respect to such settlement, compromise or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent abandonment. Section 12.5 shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right apply to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceedings.

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in i) In the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)audit, out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyexamination, or other adjustment proceeding with respect to any Taxes of or proposed adjustment otherwise relating to the Company for a Pre-Closing Tax Period or any and all Taxes Straddle Tax Period (a “Tax Proceeding”), the Buyer shall promptly inform the Sellers in writing of such Tax Proceeding within ten (10) Business Days after the receipt by the Buyer of written notice thereof; provided that the failure to so notify the Sellers shall not limit the indemnification obligations of the Company and its Subsidiaries for Sellers under this Agreement, except to the extent that such failure to give notice shall actually prejudice any taxable period ending on defense or before claim available to the Sellers. (ii) In the case of a Tax Proceeding related to any Pass-Through Tax Return or to any Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, howeverTax Period, the Company Securityholder Representative Sellers shall inform have the Surviving Pubco right (but not the obligation) to control the conduct of such Tax Proceeding by delivering written notice of such intent to control to the Buyer within five (5) Business Days following the receipt by it of the status written notice from the Buyer regarding the institution of such Tax Proceeding. (iii) The Buyer shall have the right to be kept informed of all material developments with respect to any such proceedingsTax Proceeding that the Sellers elect to control and to reasonably participate in such Tax Proceeding at its own expense, and the Sellers shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies not settle, compromise or concede any portion of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings Tax Proceeding that could reasonably be expected to adversely affect have an adverse impact on the Surviving Pubco Buyer or an Acquired Company in any taxable period ending after of its Affiliates (including the Company) post-Closing Datewithout the written consent of the Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. (iv) In the case of a Tax Proceeding that (x) the Sellers have the right to control but elect not to control pursuant to the foregoing or (y) relates to any Straddle Tax Period (other than with respect to any Pass-Through Tax Return), withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Buyer shall control the conduct of such Tax Proceeding but the Sellers shall have the right to be kept informed of all material developments with respect to such Tax Proceeding and to reasonably participate inin such Tax Proceeding at the Sellers’ expense. (v) The Buyer shall not settle, but not direct, the prosecution compromise or defense of concede any such Tax Proceedings controlled by Proceeding without the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. With respect to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period federal and applicable state and local income Taxes for Tax periods (or portion portions thereof) commencing on or after January 1, 2018 and ending on or before the Closing Date, which consent the Company’s “partnership representative” (within the meaning of Section 6223 of the Code) shall not be unreasonably conditionedXxxx Xxxxxx, withheld or delayed; provided, further, that such other person as designated by the Company Securityholder Representative, at its own expense, shall have Sellers in writing to the right to participate in, but not directBuyer. For purposes of clarity, the prosecution or defense provisions of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.this

Tax Proceedings. The Company Securityholder Representative (i) Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a “Tax Proceeding”), the applicable Party shall inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party’s obligation to indemnify a Party or its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a result of such failure to notify. (ii) With respect to a Tax Proceeding for any Pre-Closing Tax Period (other than a Straddle Period), Buyer shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Buyer’s expense, to control any attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Seller elects not to any and all Taxes of control the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status conduct of any such proceedingsTax Proceeding, Buyer shall provide control the Surviving Pubco conduct of such Tax Proceeding at Buyer’s expense, and Seller shall have the right (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Surviving Pubco may reasonably request and participate in such Tax Proceeding. Neither Buyer nor Seller shall reasonably consult with the Surviving Pubco prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior other Party, such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. (iii) With respect to a Tax Proceeding for any Straddle Period, Buyer shall control the conduct of such Tax Proceeding; provided, furtherhowever, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Seller shall have the right, at its own Seller’s expense, to control any other attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Buyer or any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Buyer elects not to Taxes with respect to an Acquired Company; provided, that in control the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of Seller shall control the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice conduct of such proceedingTax Proceeding at Seller’s expense, and (B) Buyer shall have the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative right (at the Company Securityholder RepresentativeBuyer’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Company Securityholder Representative may reasonably request, and participate in such Tax Proceeding. Neither Buyer nor Seller shall consult with the Company Securityholder Representative prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Company Securityholder Representative prior other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iv) Notwithstanding any other provision in this Agreement to the settlement contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in Affiliates (other than the Sale Entities) and (2) any taxable period Seller Consolidated Tax Return, and (or portion thereofB) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.the

Tax Proceedings. The If, after the Closing Date, a Party or an Affiliate of such Party (including a member of a Subject Company Securityholder Representative Group) receives notice of an audit or administrative or judicial Action (including any request for an extension of the statute of limitations to assess Tax) with respect to (i) any Subject Company Group Tax or Tax Return with respect to Subject Company Group Taxes related to any taxable period ending prior to the Effective Time and (ii) any Seller Subject Company Group Income Tax or Tax Return with respect to Seller Subject Company Group Income Taxes (a “Seller Tax Contest”), such Party shall notify the Other Party within ten (10) days of receipt of such notice; provided that the failure to provide such notice shall not relieve the first Party of its obligations under this Agreement with respect to Subject Company Group Taxes or Seller Subject Company Group Income Taxes, as applicable, except to the extent such failure results in insufficient time being available to permit the Other Party to effectively defend against such Seller Tax Contest. Each Seller shall have the rightoption, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)its sole cost and expense, to control any such Seller Tax Proceeding, initiate any claim for refund, contest, resolve Contest and defend against any assessment, may exercise such option by providing written notice to Purchaser within fifteen (15) days of receiving notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes such Seller Tax Contest from Purchaser; provided that such Seller shall (i) keep Purchaser reasonably informed of the Company and its Subsidiaries for any taxable period ending on progress of such Seller Tax Contest, (ii) permit Purchaser (or before the Closing Date or relating Purchaser’s counsel) to Taxes which are indemnified pursuant to Section 6.2(h); providedparticipate, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoPurchaser’s sole cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult in such Seller Tax Contest, including in meetings with the Surviving Pubco prior to the settlement applicable Governmental Authority and (iii) not settle, compromise and/or concede such portion of any such proceedings and shall obtain Seller Tax Contest without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DatePurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. If, furtherafter the Closing Date, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution a Party or defense an Affiliate of such Party (including any such Tax Proceedings controlled by the member of a Subject Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, Group) receives notice of deficiency, an audit or other adjustment administrative or proposed adjustment relating judicial Action (including any request for an extension of the statute of limitations to Taxes assess Tax) with respect to an Acquired Companyany Subject Company Group Tax or Tax Return with respect to Subject Company Group Taxes related to a Straddle Period (a “Straddle Period Tax Contest”), such Party shall notify the Other Party within ten (10) days of receipt of such notice; providedprovided that the failure to provide such notice shall not relieve the first Party of its obligations under this Agreement with respect to Subject Company Group Taxes, that except to the extent such failure results in insufficient time being available to permit the Other Party to effectively participate in the case of defense against such Straddle Period Tax Contest. Purchaser shall control any such Straddle Period Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes Contest; provided that Purchaser shall (x) keep the applicable Seller(s) reasonably informed of the Company or any progress of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)such Straddle Period Tax Contest, (Ay) permit the Surviving Pubco shall provide applicable Seller(s) (or its counsel) to participate, at Sellers’ sole cost and expense, in such Straddle Period Tax Contest, including in meetings with the Company Securityholder Representative written notice of such proceedingapplicable Governmental Authority, and (Bz) the Surviving Pubco shall inform the Company Securityholder Representative not settle, compromise and/or concede any portion of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Straddle Period Tax Contest without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateapplicable Seller(s), which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) The Company Securityholder Representative Buyer and the Seller shall have each promptly notify the right, at the expense other in writing upon receipt by them or any of the Company Equity Holders (or, their Affiliates of any written notice of any pending or threatened Proceeding with respect to Taxes described in the case definition of any Tax Proceeding or other claim related to Taxes Excluded Liabilities for which are indemnified indemnification may be sought pursuant to Section 6.2(h)this Agreement and for which sufficient funds remain in the Indemnity Escrow Account (disregarding for this purpose any funds in the Indemnity Escrow Account that are already subject to other Unresolved Claims) (collectively, out of the Additional Escrow Account), to control any “Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hProceedings”); provided, however, that any failure by the Company Securityholder Representative Buyer to so notify the Seller shall inform not relieve the Surviving Pubco Seller of any liability with respect to such Tax Proceeding hereunder unless and only to the extent the Seller was materially prejudiced as a result thereof. (ii) The Seller shall have the right to control, at its expense, any Tax Proceeding relating solely to Taxes for which the Seller would be responsible pursuant to its indemnification obligations hereunder; provided, that the parties will use commercially reasonable efforts to cooperate to separate claims with respect to a Tax Proceeding that are subject to the control of the status Seller hereunder (which shall be subject to the control of the Seller as provided for herein) and that are not subject to the control of the Seller hereunder (which shall be subject to the control of the Buyer, subject to the provisions of this Agreement); provided, further, that, the Seller notifies the Buyer in writing of its desire to do so no later than the earlier of (A) twenty (20) days after receipt of the notice from the Buyer pursuant to the foregoing sentence (if applicable) and (B) ten (10) days prior to the deadline for responding to the notice of such Tax Proceeding. The Buyer shall control, at its expense, any other Tax Proceeding and any other Proceeding related to Taxes involving any Acquired Asset or the Business and to employ counsel of its choice with respect thereto. (iii) (A) The party controlling any Tax Proceeding or Proceeding in respect of Transfer Taxes or Apportioned Taxes (the “Controlling Party”) (i) shall keep the other party reasonably informed and consult in good faith with the other party and its tax advisors with respect to any issue relating to such proceedingsTax Proceeding (and the Buyer and its tax counsel or tax advisor will be invited to attend meetings and calls with tax authorities with respect thereto); (ii) shall timely provide the other party with copies of all correspondence, notices and other written materials received from any Tax Authority and shall otherwise keep the other party and its tax advisors advised of significant developments in such Proceeding and of significant communications involving representatives of the Tax Authorities; and (iii) shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) other party with copies a copy of any pleadingswritten submission to be sent to a Tax Authority, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco administrative body or court at least ten (10) days prior to the settlement of any such proceedings submission thereof and shall obtain consider in good faith any comments or suggested revisions that the other party or its tax advisors may have with respect thereto; and (B) there shall be no settlement, resolution, or closing or other agreement with respect thereto (including any waiver or extension of a statute of limitations) by the Controlling Party without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateother party, which consent shall will not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly deliver to the party liable for such indemnification (the “Indemnifying Party”) a copy of any written communication received by the Indemnified Party or any of its Affiliates concerning Taxes for which indemnification may be claimed pursuant to the provisions of this Agreement and shall promptly notify the Indemnifying Party in writing of any commencement of an audit or a pending or threatened written claim or demand that could give rise to a right of indemnification (a “Tax Claim”), and to the extent known, describing in reasonable detail the facts and circumstances with respect to the subject matter of such Tax Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Without limiting the right of GE, in its sole discretion, to amend GE Consolidated Tax Returns and Comcast, in its sole discretion, to amend Comcast Consolidated Tax Returns, GE and Comcast, as applicable, shall have the right, at the expense right (i) to file (or cause to be filed) any amended Tax Returns that are not GE Consolidated Tax Returns and Comcast Consolidated Tax Returns of the Company Equity Holders NBCU Entities and the Contributed Comcast Subsidiaries, respectively, for taxable periods ending on or before or, if the pre-Closing portion of a taxable period exceeds 50% of the number of days in such taxable period, after, the Closing Date and (orii) at their expense, to control any Tax Claim or administrative or judicial proceeding with respect to Taxes, in each case to the extent that such Tax Returns, Tax Claims or administrative or judicial proceedings (A) would reasonably be expected to result in any Tax liability with respect to which GE or Comcast, as applicable, is required to indemnify under this Agreement and GE or Comcast, as applicable, have acknowledged in writing its Liability under this Agreement to hold the Indemnified Party harmless against the full amount of such Tax liability in the event of any adjustment which may be made as a result of such Tax Claim or administrative or judicial proceeding; provided, however, that if (x) Newco is required or requested to participate in any way in any such Tax Claim or administrative or judicial proceeding; or (y) GE or Comcast, as applicable, does not exercise its right to control any such Tax Claim or administrative or judicial proceeding, GE or Comcast, as applicable, shall bear the costs of Newco’s participation in any such Tax Claim or administrative or judicial proceeding. Except with respect to any Tax paid or Tax Return filed on a consolidated, combined, unitary, affiliated or other group basis with GE or any of its Affiliates that is not a NBCU Entity, or Comcast or any of its Affiliates that is not a Contributed Comcast Subsidiary, GE or Comcast, as applicable, shall not settle any Tax Claim or administrative or judicial proceeding with respect to which it has assumed control pursuant to this Section 12(b) without the consent of Newco (and, in the case of a Contributed Comcast Subsidiary, without the consent of GE), which consent shall not be unreasonably withheld or delayed, if such settlement would adversely affect Newco or any of its Affiliates for taxable periods (or the portion of Straddle Periods) beginning after the Closing Date. Upon the request of GE or Comcast, as applicable, Newco shall file (or cause to be filed) any amended Tax Proceeding Return described in the first sentence of this Section 12(b) and shall execute any powers of attorney or other claim related similar documents that may be required to Taxes which are indemnified effectuate the intent of this Section 12(b); it being understood that (x) Newco’s filing of such amended Tax Return shall not affect any party’s right to indemnification pursuant to Section 6.2(h), out this Agreement and (y) Newco shall have no obligation to file any such amended Tax Return if it determines in good faith that the filing of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, Return would subject Newco or other adjustment or proposed adjustment relating its Members to any and all Taxes of civil or criminal penalty (other than interest) if such amended Tax Return were challenged by the Company and its Subsidiaries applicable Tax Authority. Newco shall not have the right to file amended Tax Returns for any taxable period periods ending on or before the Closing Date or relating with respect to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, Tax Returns of NBCU Entities without the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of GE, which consent GE may withhold in its sole discretion. Newco shall not have the Surviving Pubco prior right to file amended Tax Returns for a Straddle Period with respect to Tax Returns of NBCU Entities without the settlement consent of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateGE, which consent shall not be unreasonably conditioned, withheld or delayed; provided. (c) Absent a Final Determination to the contrary, furtherComcast shall not take the position in any audit, examination or other proceeding, nor shall it report on any Tax Return or other filing with a Tax Authority, that NBCU (prior to its conversion to a limited liability company as described in Section 2.07 of the Surviving PubcoMA) or Holdco (as a successor to NBCU) is not a member of the GE consolidated group for so long as one or more members of the GE consolidated group own, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case aggregate, 80% or more of any such Tax ProceedingNBCU stock or of HoldCo stock, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative case may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datebe.

Tax Proceedings. From and after the Closing, Buyer shall notify the Sellers in writing within 30 days of receipt by Buyer or any of its Affiliates (including the Companies) of notice of any pending or threatened federal, state, local, provincial, territorial or foreign income or franchise Tax audits or assessments that may affect the Tax Liabilities of the Companies for which the Selling Groups would be required to indemnify Buyer pursuant to Section 7.8(a). The Company Securityholder Representative Sellers shall not be required to indemnify Buyer for any Tax Liabilities to the extent that Buyer’s failure to notify the Sellers pursuant to this Section 7.8(f) shall have adversely affected the rightSellers’ rights under this Agreement. The Sellers shall notify Buyer in writing within 30 days of receipt by any Selling Group, at any Seller, U.S. General Partner or any Affiliate of any Seller or U.S. General Partner of notice of any pending or threatened Tax audit, assessment or other proceeding regarding the expense Companies. Buyer shall not be required to indemnify any Selling Group, any Seller, U.S. General Partner or any Affiliate of any Seller or U.S. General Partner for any Tax Liabilities to the Company Equity Holders (or, in extent that any Seller’s failure to notify Buyer pursuant to this Section 7.8(f) shall have adversely affected Buyer’s rights under this Agreement. In the case event of any Tax Proceeding audit or other claim related administrative or court proceeding relating to Taxes which are indemnified a Pre-Closing Period or a Straddle Period or a taxable year or period that begins after the Closing Date that may be the subject of indemnification pursuant to Section 6.2(h7.8(a), out (i) to the extent the issues can be separated in all material respects (including as to settlements) into those for which the Sellers would be liable under Section 7.8(a) (and which do not, and could not reasonably be expected to, affect the Tax liability of Buyer or the Additional Escrow AccountCompanies or any of their Affiliates except to the extent the Sellers are liable for such Tax liability under Section 7.8(a)) and all other issues, then the Sellers shall control the defense of those issues for which they would be liable, provided that the Sellers shall keep Buyer reasonably informed with regard to such audit or proceeding, and Buyer shall control the defense of all other issues, employing counsel of their choice, at their own expense and (ii) to the extent the issues cannot be so separated, Buyer shall be entitled to control the defense employing counsel of its choice, provided that (x) Buyer shall use its best efforts to separate the issues in all material respects into those for which the Sellers would be liable under Section 7.8(a) and all other issues and (y) the Sellers (along with counsel and other advisors of their choice) shall be entitled to participate at their sole cost and expense in the defense with respect to the issues for which the Sellers would be liable under Section 7.8(a). From and after the Closing, neither Buyer nor any of its Affiliates (including the Companies) shall agree to settle any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice that may be the subject of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of indemnification by the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Sellers under Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense7.8(a) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. From and after the Closing, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or neither Buyer nor any of its Subsidiaries for a taxable period that includes but does not end Affiliates (including the Companies) shall amend any of the Tax Returns filed on behalf of any of the Companies prior to the Closing Date and which is not otherwise controlled by if such amendment would have the Company Securityholder Representative in accordance with this effect of requiring the Sellers to indemnify Buyer pursuant to Section 6.2(e), (A7.8(a) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative (a) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall have provide written notice thereof to the rightother party or parties to this Agreement; provided, at however, that the expense failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article IX, except to the extent that the other party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the Company Equity Holders relevant portion of any correspondence received from the Taxing Authority. (or, in b) In the case of any Tax Proceeding of, against or other claim related with respect to Taxes which are indemnified pursuant to Section 6.2(h), out any of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries Companies for any taxable period ending on or before the Closing Date or relating Date, Seller shall have the exclusive right to Taxes which are indemnified pursuant to Section 6.2(h)control such Tax Proceeding; provided, howeverthat, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any if such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that Tax Proceeding could reasonably be expected to adversely affect result in a material Tax Liability of such Company or Buyer for a Post-Closing Tax Period, (i) Seller shall keep Buyer reasonably informed of all material developments related to such Tax Proceeding and (ii) Seller shall not (and shall not permit any of its Affiliates to) settle, abandon or compromise any such Tax Proceeding without the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, written consent of Buyer (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in ). (c) In the case of any Tax Proceeding of, against or with respect to any of the Companies for a Straddle Period, Seller and Buyer shall jointly control such Tax Proceeding, claim for refund, contest, assessment, deficiency Proceeding and neither Party shall (or other adjustment or proposed adjustment relating to Taxes of the Company or permit any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)Affiliates to) settle, (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of abandon or compromise any such proceedings, shall provide Tax Proceeding without the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period other Party (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). (d) Notwithstanding anything herein to the contrary (including, furtherfor the absence of doubt, that the Company Securityholder RepresentativeSection 9.3(b)(ii)), at its own expense, Seller shall have the exclusive right to participate incontrol, but not directsettle, the prosecution abandon or defense of compromise any such Tax Proceeding controlled by the Surviving Pubco that relates of or against Seller or with respect to a taxable period that includes but does not end on the Closing Dateany Tax Return of Seller.

Tax Proceedings. The Company Securityholder Representative shall have Except as set forth on Exhibit 5.3(j) attached hereto, there are no certiorari or other proceedings pending with respect to the rightProperty. For purposes of clarity and avoidance of doubt, at the expense parties agree that (A) litigation that arises in the ordinary course of business of operating a shopping center arising from injuries to persons, damage of property or lease enforcement proceedings are deemed neither to constitute a source of anticipated interference with the consummation of the Company Equity Holders transaction contemplated by this Agreement nor to affect the Sale Property, and therefore need not be disclosed by Seller on Exhibit 5.3(g), (orB) the foregoing shall not prevent, in the case of limit or restrict Seller from initiating any Tax Proceeding litigation or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)legal action or proceedings for the enforcement or protection of Seller’s right and interests, out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencygenerally, or other adjustment or proposed adjustment relating with respect to any and all Taxes Seller’s Overall Property nor shall the initiation of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings constitute a misrepresentation or breach of warranty hereunder, and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, (C) Seller shall have the right to participate ininstitute tax proceedings from time-to-time, but and need not direct, disclose to Seller the prosecution or defense existence of any tax proceedings initiated by Seller to the extent such Tax Proceedings controlled by proceedings are not anticipated to constitute a source of interference with the Company Securityholder Representative. consummation of the Surviving Pubco shall have transaction nor to materially affect the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refundSale Property, and contestneed not be disclosed to Purchaser on Exhibit 5.3(j) or otherwise. Notwithstanding the foregoing, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that the representation and warranties set forth in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eSections 5.3(c), (Ag), (h), (i), or (j) (the Surviving Pubco “Material Representations”), if any Material Representation is not true and correct in all material respects by reason of changed facts or circumstances arising after the Effective Date, then Seller shall provide the Company Securityholder Representative written notice of such proceedingnot be deemed to have breached this Agreement. In all instances, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior subject to the settlement provisions of any such proceedings and Section 5.5, Seller shall obtain not be deemed to have breach this Agreement unless changed facts or circumstances (not otherwise approved or caused by the prior written consent acts of the Company Securityholder Representative prior to the settlement of any such proceedings that could Purchaser) have, or would reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending have, a Material Adverse Effect on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DatePurchaser’s Intended Development.

Tax Proceedings. The Company Securityholder (i) Parent shall notify the Shareholder Representative shall have the right, at the expense in reasonable detail of the Company Equity Holders (or, in receipt from a taxing authority of any notice of the case commencement of any Tax Proceeding audit, examination or other claim related judicial or administrative proceeding or receipt from a taxing authority of any proposed adjustment, demand or notice of deficiency which if determined adversely to Taxes which are indemnified pursuant the relevant taxpayer or after the lapse of time could be grounds for indemnification by the Company’s shareholders under Article VII (each, a “Tax Proceeding”). (ii) Notwithstanding anything in this Section 5.5 to Section 6.2(h)the contrary, out of the Additional Escrow Account), with respect to control any Tax Proceeding, initiate (A) Parent shall (x) control and direct such Tax Proceeding through representatives reasonably acceptable to the Shareholder Representative and (y) keep the Shareholder Representative reasonably informed of any claim for refundsignificant developments in such Tax Proceeding; (B) to the extent required, contest, resolve and defend against any assessment, notice the Shareholder Representative shall promptly execute or cause to be executed by the relevant taxpayer reasonable powers of deficiency, attorney or other adjustment or proposed adjustment relating to any and all Taxes documents authorizing such representatives of the Company party controlling such Tax Proceeding to act in connection with such Tax Proceeding; and its Subsidiaries (C) Parent shall not pay or compromise any Tax liability asserted in such Tax Proceeding for any taxable period ending on or before which indemnification is available hereunder without the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoShareholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateconsent, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that . (iii) Parent and the Surviving Pubco, at its own expense, Shareholder Representative shall have the right to participate in, but not direct, the prosecution or defense of cooperate fully in connection with any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any . Such cooperation shall include the retention and (upon the other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (Aparty’s request) the Surviving Pubco shall provide the Company Securityholder Representative written notice provision of such proceeding, records and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may information which are reasonably request, and shall consult with the Company Securityholder Representative prior relevant to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by and making the Surviving Pubco Shareholder Representative or his representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and the Shareholder Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any taxing authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that relates could be imposed (including, but not limited to, with respect to a taxable period that includes but does not end on the Closing Datetransactions contemplated hereby).

Tax Proceedings. The Company Securityholder Buyer shall promptly, and in any event within 15 days, notify Sellers' Representative shall have in writing upon receipt by the rightBuyer or any of its Subsidiaries of notice of any audits, at the expense examinations, adjustments or assessments relating to Taxes for which any of the Company Equity Holders Buyer or the Acquired Companies may be entitled to receive indemnity under SECTION 11.4 (oreach, in a "TAX CLAIM"). In the case of any Tax Proceeding or other Claim that can be contested separately from the contest of any Tax not indemnified under SECTION 11.4 and as to the full amount of such claim related to Taxes which the Buyer and the Acquired Companies are indemnified pursuant to Section 6.2(hsuch SECTION 11.4 taking into account the limitations in SECTION 11.9 (a "SEVERABLE TAX CLAIM"), out of the Additional Escrow Account)Sellers' Representative may, in its sole discretion, direct Buyer or an Acquired Company to either pay the Tax claimed and xxx for a refund or contest such Severable Tax Claim in any permissible forum and shall otherwise have the sole right at its sole expense to direct, control and settle any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, administrative or other adjustment or proposed adjustment judicial proceedings relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)such Severable Tax Claim; provided, however, that (i) the Company Securityholder Representative Buyer shall inform the Surviving Pubco of the status of any be entitled to participate at its sole expense in such proceedings, shall provide the Surviving Pubco administrative or judicial proceedings and (at the Surviving Pubco’s cost and expenseii) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the extent any settlement of any such proceedings and shall obtain proceeding is reasonably expected to have a material adverse impact on the Buyer or any Acquired Company in respect of any Tax not indemnified under SECTION 11.4, Sellers' Representative may not settle any such proceeding without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Surviving Pubco prior Buyer. In the case of any Tax Claim that is not a Severable Tax Claim, (i) if such claim is not a Severable Tax Claim because it cannot be contested separately from a claim in respect of a Tax for which the Buyer is not indemnified under SECTION 11.4 (a "RELATED CLAIM"), Sellers' Representative shall control the conduct of any administrative or judicial proceedings relating to the settlement Tax Claim at its sole expense and the Buyer shall control the conduct of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayedRelated Claim at its sole expense; provided, furtherhowever, that the Surviving Pubco, at its own expense, Buyer and Sellers' Representative shall have consult in good faith on the right proper administrative and judicial forums in which to participate in, but not direct, the prosecution or defense of any contest such Tax Proceedings controlled Claim and Related Claim, it being understood that in the event of disagreement the choice of forum shall be decided by the Company Securityholder Representative. Sellers' Representative if the Surviving Pubco amount of the Tax Claims in such proceedings exceeds the amount of the Related Claims in such proceedings and otherwise by the Buyer and (ii) if such Tax Claim is not a Severable Tax Claim because the full amount of such Tax Claim is not indemnified pursuant to SECTION 11.4 taking into account the limitations in SECTION 11.9, Sellers' Representative and the Buyer shall have jointly control the rightcontest of such Tax Claim, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, it being understood that in the case of disagreement as to the proper action to be taken in connection with any such Tax Proceeding, claim for refund, contest, assessmentthe Sellers' Representative shall decide the proper action if, deficiency or other adjustment or proposed adjustment relating to Taxes of in the Company or any of its Subsidiaries for a taxable period that includes but does event such Tax Claim is successful, the amount indemnified under SECTION 11.4 would exceed the amount not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of indemnified under such proceedingsection, and (B) the Surviving Pubco Buyer shall inform decide the Company Securityholder Representative of proper action if, in the status of any event such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directTax Claim is successful, the prosecution or defense of any amount indemnified under SECTION 11.4 would not exceed the amount not indemnified under such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datesection.

Tax Proceedings. The Company Securityholder Representative After the Closing, the Sellers and the Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case provide prompt written notice to each other of any Tax Proceeding or that it becomes aware of which, if determined adverse to either Party, would be grounds for indemnification under this Agreement by the other claim Party. The obligation to provide notice applies to all material matters related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, such that there is a continuing obligation to provide notice of deficiency, the commencement of the Tax Proceeding as well as all material developments in the Tax Proceeding. Such notice shall contain factual information (to the extent known) describing the matter in reasonable detail and shall be accompanied by copies of any notice or other adjustment document received from or proposed adjustment relating to with any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status Tax authority in respect of any such proceedingsmatters. Failure to give such notice shall not relieve the Party entitled to receive the notice from any Liability which it may have on account of its indemnification obligation or otherwise, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior except to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, extent that the Surviving PubcoParty entitled to receive notice is materially prejudiced thereby. The Sellers, at its own their sole expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by represent the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control before any other Tax Proceeding, initiate authority or any other claim for refund, and contest, resolve and defend against court regarding any other assessment, notice of deficiency, or other adjustment or proposed adjustment Tax Proceeding relating to Taxes a Pre-Closing Tax Period other than a Straddle Period with respect to an Acquired Companyany asserted liability for which indemnity may be sought under this Agreement; provided, however, that the Sellers shall allow Buyer and its counsel to participate in the case of any such Tax Proceeding; and provided further, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of that the Company or Sellers shall not enter into any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any contest or otherwise compromise any issue in connection with such proceedings Tax Proceeding without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). The Sellers shall keep Buyer fully and timely informed with respect to any such Tax Proceeding. Buyer shall obtain have the exclusive authority to represent the Company with respect to any Tax Proceeding for all Post-Closing Tax Periods and Straddle Periods; provided, however, that the Buyer shall allow the Sellers and its counsel to participate in any such Tax Proceeding in a Straddle Period to the extent such Tax Proceeding relates to any Tax or Tax Benefit for the Sellers’ account; and provided further, that if the Buyer enters into any settlement of any contest or otherwise compromises any such Tax or Tax Benefit for the Sellers’ account in connection with such Tax Proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Sellers (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably withheld, delayed or conditioned), withheld then, notwithstanding any other provision of this Agreement to the contrary, (a) any additional Losses arising as a direct result of such settlement or delayed; provided, further, that compromise shall not be subject to indemnification by the Company Securityholder Representative, at its own expense, Sellers pursuant to this Agreement under Section 11 or otherwise and (b) any Tax Benefit foregone as a direct result of such settlement or compromise shall have be treated as having been realized by the right Buyer for Sellers’ account. The Buyer shall keep the Sellers fully and timely informed with respect to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceeding.

Tax Proceedings. The Company Securityholder Representative (i) If any Tax Authority asserts a Tax Claim, then Parent shall have promptly provide written notice thereof to the rightAgent; provided that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 5.14(c) or under Article 8, at except to the expense extent that the other party is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the Company Equity Holders relevant portion of any correspondence received from the Tax Authority. (or, in ii) In the case of any Tax Proceeding or other claim related with respect to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries Acquired Companies for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Parent shall have the right to participate in, but not direct, the prosecution or defense of any control such Tax Proceedings controlled by Proceeding; provided that to the Company Securityholder Representative. extent such Tax Proceeding would reasonably be expected to result in a claim for indemnification of Pre-Closing Taxes, (1) the Surviving Pubco Agent shall have the rightbe entitled to participate, at its own expenseexpense and with counsel of its own choosing, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes (2) Parent shall keep the Agent reasonably informed at each stage of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)such Tax Proceeding, (A3) the Surviving Pubco Parent shall provide the Company Securityholder Representative Agent with an opportunity to review and comment on any written notice of materials submitted in connection with such proceedingTax Proceeding, and (B4) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent Parent shall not be unreasonably conditionedsettle, withheld compromise or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of abandon any such Tax Proceeding controlled by without first consulting with the Surviving Pubco that relates to a taxable period that includes but does not end Agent on the Closing Dateproposed settlement of such Tax Proceeding and taking into account the Agent’s reasonable comments on the proposed settlement of such Tax Proceeding; provided that the settlement amount of a Tax Claim will not be determinative of the amount of Indemnifiable Damages unless (x) the Agent consents to such settlement or (y) the Agent unreasonably withholds, conditions or delays its consent to such settlement.

Tax Proceedings. The Company Securityholder Representative If any third party shall notify any Person entitled to indemnification under Section 9 (the "Tax Indemnified Party") of any Tax audit or proceeding, proposed Tax assessment or other Tax matter (a "Tax Proceeding") which may give rise to a claim for indemnification against any other Party (the "Tax Indemnifying Party") under Section 9, then the Tax Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Tax Proceeding, with an expedited time frame where necessary to comply with governmental deadlines in connection with such Tax Proceeding) notify the Tax Indemnifying Party thereof in writing; provided, however, that failure to timely give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Any such notice shall describe in reasonable detail the righttype of Tax involved in the Tax Proceeding, the tax year(s) at issue and the expense basis for the Tax Claim against the Tax Indemnifying Party, and shall include a copy of any materials received from the Company Equity Holders (or, applicable Taxing Authority in connection therewith. In the case of any Tax Proceeding or other claim related that is subject to Taxes which are indemnified pursuant to this Section 6.2(h9(d), out the Controlling Party shall be entitled to appoint as lead counsel any legal counsel of its choice and shall control the conduct of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in In the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment (i) the Controlling Party shall provide the Noncontrolling Party with a timely and reasonably detailed account of each stage of the Tax Proceeding and a copy of the portions of all documents relating to Taxes the Tax Proceeding that are relevant to any Tax for which the Noncontrolling Party may be required to indemnify or may otherwise be liable, (ii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with the Tax Proceeding that might adversely affect the Noncontrolling Party, (iii) the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with the Tax Proceeding (including, to the extent practicable, any documents furnished to the applicable Taxing Authority in connection with any discovery request) to the extent such materials concern matters in the Tax Proceeding that could adversely affect the Noncontrolling Party, (iv) the Controlling Party shall defend the Tax Proceeding diligently and in good faith, (v) the Noncontrolling Party shall reasonably facilitate to the extent requested by the Controlling Party, and shall not impede, the Tax Proceeding, and (vi) except in the case of the Company a Tax Proceeding with respect to a consolidated, combined, unitary or group Tax Return of Seller or any of its Subsidiaries for a taxable period that ends on or before the Closing Date (other than such a Tax Return that includes solely Buyer or any of its Subsidiaries), the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, of the Noncontrolling Party if such settlement, compromise or abandonment would have an unindemnified adverse impact on the Noncontrolling Party. If the Noncontrolling Party reasonably withholds such consent pursuant to the preceding clause (vi), the parties shall negotiate in good faith to resolve their differences and, failing that, shall submit the matter to binding arbitration with a mutually acceptable arbitrator (with expedited time frames where necessary to comply with governmental deadlines in connection with such audit or proceeding) to resolve the parties' dispute in connection with the Tax Proceeding. "Controlling Party" means (I) Seller for any Tax Proceeding relating to a taxable period that ends on or before the Closing Date, (II) Seller for any Tax Proceeding concerning any consolidated, combined, unitary or group Tax Return that includes Seller or any of its Subsidiaries (except for a consolidated, combined, unitary or group Tax Return that includes solely Buyer or any of its Subsidiaries), and (III) Buyer for any Tax Proceeding relating to a taxable period that includes but does not end on the Closing Date with respect to Buyer or the applicable Subsidiary, or any taxable period that begins after the Closing Date with respect to Buyer or the applicable Subsidiary (other than a Tax Proceeding of which Seller is the Controlling Party pursuant to the preceding clause (II)). "Noncontrolling Party" shall mean (IV) Seller in the case of a Tax Proceeding with respect to which Buyer is the Controlling Party and (V) Buyer in the case of a Tax Proceeding with respect to which Seller is not otherwise controlled by the Company Securityholder Representative Controlling Party. The Controlling Party and the Noncontrolling Party shall cooperate reasonably and in accordance good faith in connection with any Tax Proceeding that is subject to this Section 6.2(e9(d). Notwithstanding any other provision of this Agreement, (A) the Surviving Pubco neither Buyer, any Affiliate of Buyer, nor any other person shall provide the Company Securityholder Representative written notice have any right to receive or obtain any information relating to, or have any rights with respect to, any consolidated, combined, unitary or group Taxes or Tax Returns of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before other than information and rights relating solely to items of the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directTarget Companies, the prosecution Target Subsidiaries and the Acquired Assets. Furthermore, any rights of Buyer with respect to any consolidated, combined, unitary or defense group Taxes or Tax Returns of Seller or any such of its Subsidiaries shall apply only to the extent that Buyer might be adversely affected, it being understood that any claim or issue that would increase Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does for which Seller is responsible and liable hereunder and decrease Tax for which Buyer is responsible and liable hereunder would not end on the Closing Dateadversely affect Buyer.

Tax Proceedings. (a) The Company Securityholder Representative shall Seller shall, at its own expense, have the rightright (but not the obligation) to control, at the expense of the Company Equity Holders (ordefend, settle, compromise, or prosecute in the case of any manner any Proceedings with respect to any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyReturn of, or other adjustment or proposed adjustment relating to any and all Taxes of that includes, the Company and its the Company Subsidiaries for any taxable period ending on or before the (“Tax Proceedings”) involving only Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hTax Periods (“Pre-Closing Tax Proceedings”); provided, however, the Company Securityholder Representative shall inform Seller, without the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) shall not settle, compromise or abandon any Pre-Closing Tax Proceeding to the settlement of any extent that such proceedings that could reasonably be expected to action would adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after Purchaser, its Affiliates, or, following the Closing Date, which consent the Company and the Company Subsidiaries. In addition, the Seller shall not keep the Purchaser duly informed of any Pre-Closing Tax Proceeding that would adversely affect the Purchaser, its Affiliates, or, following the Closing Date, the Company and the Company Subsidiaries (an “Adverse Effect Pre-Closing Tax Proceeding”), and the Purchaser shall be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubcoentitled to receive copies of all correspondence and documents related to any Adverse Effect Pre-Closing Tax Proceeding. (b) The Purchaser shall, at its own expense, shall have the right to participate in, (but not directthe obligation) to control, defend, settle, compromise, or prosecute in any manner any Tax Proceedings for all Straddle Periods and Post-Closing Tax Periods (“Straddle or Post-Closing Tax Proceedings”); provided, however, the prosecution Purchaser, without the consent of the Seller (such consent not to be unreasonably withheld, delayed or defense conditioned) shall not settle, compromise or abandon any Straddle or Post-Closing Tax Proceeding to the extent that such action would adversely affect the Seller or its Affiliates. In addition, the Purchaser shall keep the Seller duly informed of any such Straddle or Post-Closing Tax Proceedings controlled that would adversely affect the Seller or its Affiliates (an “Adverse Effect Straddle or Post-Closing Tax Proceeding”), and the Seller shall be entitled to receive copies of all correspondence and documents related to any Straddle or Post-Closing Tax Proceeding. (c) The parties agree and acknowledge that, for the avoidance of doubt and notwithstanding anything to the contrary in Section 7.5(b), the Tax Proceedings covered by Section 7.5(b) shall not include any Tax Proceeding with respect to any federal, state or local income Taxes of the Parent Company Securityholder Representativeor the Seller (a “Parent Company Tax Proceeding”). The Parent Company and the Surviving Pubco shall have the rightSeller shall, at its own expense, have the right (but not the obligation) to control control, defend, settle, compromise, or prosecute in any other manner any Parent Company Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in however, neither the case of any such Tax ProceedingParent Company nor the Seller, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of without the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) shall settle, compromise or abandon any Parent Company Securityholder Representative prior Tax Proceeding to the settlement of any extent that such proceedings that could reasonably be expected to action would adversely affect the Company Securityholder Representative or the Company or any of Purchaser, its Subsidiaries in any taxable period (or portion thereof) ending on or before Affiliates, or, following the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have and the right to participate in, but not directCompany Subsidiaries. In addition, the prosecution or defense Seller shall keep the Purchaser duly informed of any such Parent Company Tax Proceeding controlled by that would adversely affect the Surviving Pubco that relates to a taxable period that includes but does not end on Purchaser, its Affiliates, or, following the Closing Date, the Company and the Company Subsidiaries (an “Adverse Effect Parent Company Tax Proceeding”), and the Purchaser shall be entitled to receive copies of all correspondence and documents related to any Adverse Effect Parent Company Tax Proceeding.

Tax Proceedings. The Company Securityholder (i) Parent shall promptly notify the Stockholders’ Representative shall have the right, at the expense in reasonable detail of the Company Equity Holders (or, in receipt from a Taxing authority of any notice of the case commencement of any Tax Proceeding audit, examination or other claim related judicial or administrative proceeding or receipt from a Taxing authority of any proposed adjustment, demand or notice of deficiency which if determined adversely to Taxes which are indemnified pursuant the relevant taxpayer or after the lapse of time could be grounds for payment of Losses by the Stockholders under Article VI (each, a “Tax Proceeding”). (ii) Notwithstanding anything in this Agreement to Section 6.2(h)the contrary and subject to the limitations in this paragraph, out of the Additional Escrow Account), with respect to control any Tax Proceeding, initiate (A) Parent shall at Parent’s expense (x) control and direct such Tax Proceeding through representatives of its own choosing and (y) keep the Stockholders’ Representative reasonably and promptly informed of any claim for refundsignificant developments in such Tax Proceeding; (B) to the extent reasonably required, contest, resolve and defend against any assessment, notice the Stockholders’ Representative shall promptly execute or cause to be executed by the relevant taxpayer reasonable powers of deficiency, attorney or other adjustment or proposed adjustment relating to any and all Taxes documents authorizing such representatives of the Company Party controlling such Tax Proceeding to act in connection with such Tax Proceeding; and its Subsidiaries (C) Parent shall not pay or compromise any Tax liability asserted in such Tax Proceeding for any taxable period ending on or before which indemnification is available hereunder without the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Stockholders’ Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateconsent, which consent shall not be unreasonably conditioned, withheld or delayed; provideddelayed (provided that Parent has exhausted commercially reasonable avenues to eliminate, furthersettle or compromise such Tax liability in a manner intended to minimize the amount required to be paid from the Escrow Fund pursuant to Article VI). Notwithstanding the foregoing, that the Surviving PubcoStockholders’ Representative may, at its own election and at its expense, shall have the right and upon request submitted to participate inParent, but not direct, the prosecution or defense employ counsel of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, choosing who will be entitled to control any other (I) receive reasonable advance notice of all meetings and phone conferences with taxing authorities in connection with such Tax Proceeding, initiate any other claim for refund(II) participate in all such meetings and phone conferences with taxing authorities in connection with such Tax Proceeding, and contest, resolve (III) review and defend against comment in advance on any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating written submissions to Taxes a taxing authority in connection with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or . (iii) Parent and the Stockholders’ Representative shall cooperate fully in connection with any Tax Proceeding. Such cooperation shall include the retention and (upon the other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (AParty’s request) the Surviving Pubco shall provide the Company Securityholder Representative written notice provision of such proceeding, records and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may information which are reasonably request, and shall consult with the Company Securityholder Representative prior relevant to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by and making the Surviving Pubco Stockholders’ Representative or his representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and the Stockholders’ Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any Taxing authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that relates could be imposed (including with respect to a taxable period that includes but does not end on the Closing Datetransactions contemplated hereby).

Tax Proceedings. The Company Securityholder Representative Seller and Purchaser shall have the right, at the expense give prompt notice to each other of the Company Equity Holders receipt by it or any of its Subsidiaries (or, in including the case Companies) of any proposed adjustment to Taxes and of the commencement of any Tax Proceeding audit, Tax examination or other claim related Tax litigation relating to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim a Company or Subsidiary for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable a period ending on or before prior to the Closing Date or relating to any Straddle Period (or for any subsequent period or portion thereof the resolution of which could affect the liability of Seller or a Company or a Subsidiary for Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of for any such proceedingsperiod or that could affect the liability of a Seller under any Transaction Agreement) (each, together with any related administrative appeal or litigation, a “Tax Proceeding”) within ten (10) Business Days after the receipt of such proposed adjustment or such Tax Proceeding. The failure of Purchaser or Seller to give notice to the other party of a Tax Proceeding as required by this Section 10 shall provide not affect such first party’s rights under this Agreement except to the Surviving Pubco extent that such failure is prejudicial to a defense of such Tax Proceeding. (at a) Subject to the Surviving Pubco’s cost provisions of this Section 10, Seller and expensePurchaser (i) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request shall (and shall reasonably consult cause their respective Subsidiaries, including the Companies, to) cooperate with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any each other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency and (ii) may participate in any such Tax Proceeding at its own expense. (b) Seller shall have the exclusive right to control the conduct and settlement of any Tax Proceeding involving a Company or other adjustment or proposed adjustment Subsidiary of a Company and relating to Taxes of the Company a period ending on or any of its Subsidiaries for a taxable period that includes but does not end on prior to the Closing Date (a “Seller Tax Contest”), including the right to pursue or forego any such Tax Proceeding or the continuation thereof, and which is not otherwise controlled Purchaser and the Company shall execute or cause to be executed powers of attorney or other necessary documents in order for Seller to exercise such control; provided, however, that (i) counsel for the Seller in any Seller Tax Contest shall consult in good faith with a single counsel selected by the Company Securityholder Representative Purchaser in accordance connection with this Section 6.2(e)the Seller Tax Contest and shall keep Purchaser reasonably informed regarding such Seller Tax Contest, (Aii) the Surviving Pubco Seller shall provide the Company Securityholder Representative written notice of not resolve or settle any Seller Tax Contest if such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the resolution or settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that would or could reasonably be expected anticipated to adversely affect the Company Securityholder Representative or the Company result in an increase in liability for Tax of Purchaser or any Subsidiary of its Subsidiaries in Purchaser (including the Companies) for any taxable period (or portion thereof) ending beginning on or before the after Closing Date, unless Purchaser consents to that resolution or settlement (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), furtherand (iii) the Seller shall deliver to Purchaser copies of all written communications to and from any Governmental Authority in respect of any such Seller Tax Contest and will give Purchaser the option to attend all conferences (telephonic or otherwise), that subject to Purchaser’s execution of a commercially reasonable confidentiality agreement. (c) Purchaser shall control the Company Securityholder Representative, at its own expense, shall have conduct and settlement of any Tax Proceeding (including the right to participate in, but not direct, the prosecution pursue or defense of forego any such Tax Proceeding controlled by or the Surviving Pubco continuation thereof) that relates to a taxable Straddle Period (a “Straddle Period Tax Contest”), and in the exercise of such control Purchaser shall act reasonably. In connection with any Straddle Period Tax Contest, (i) counsel for Purchaser shall consult in good faith with a single counsel selected by Seller, and shall keep the other counsel reasonably informed, (ii) any resolution or settlement of any Straddle Period Tax Contest shall require the consent of both Seller and Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Seller and Purchaser each shall deliver to the other copies of all written communications to and from any Governmental Authority in respect of any such Straddle Period Tax Contest and will give the other the option to attend all conferences (telephonic or otherwise), subject to the other’s execution of a commercially reasonable confidentiality agreement. (d) Purchaser shall have the exclusive right to control the conduct and settlement of any Tax Proceeding involving a Company or a Subsidiary of a Company relating to a period that includes but does not end beginning on or after, the Closing DateDate (a “Purchaser Tax Contest”), including the right to pursue or forego any such Tax Proceeding or the continuation thereof; provided, however, that, if, and only to the extent that, the resolution of a Purchaser Tax Contest could affect the liability of Seller or a Company or a Subsidiary of a Company for Taxes for any period or portion thereof ending on or prior to the Closing Date or affect the liability of a Seller under any Transaction Agreement, then (i) counsel for the Purchaser in any Purchaser Tax Contest shall consult in good faith with a single counsel selected by the Seller in connection with the Purchaser Tax Contest and shall keep Seller reasonably informed regarding such Purchaser Tax Contest, (ii) the Purchaser shall not resolve or settle any Purchaser Tax Contest if, and to the extent that, such resolution or settlement would or could reasonably be anticipated to result in an increase in liability for Tax of Seller for any period (or portion thereof) or affect the liability of Seller under any Transaction Agreement, unless Purchaser consents to that resolution or settlement (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Purchaser shall deliver to Seller copies of all written communications to and from any Governmental Authority in respect of any such Purchaser Tax Contest and will give Seller the option to attend all conferences (telephonic or otherwise), subject to Seller’s execution of a commercially reasonable confidentiality agreement, to the extent such communications or conferences relate to matters that could affect the liability of Seller or a Company or a Subsidiary of a Company for Taxes for any period or portion thereof ending on or prior to the Closing Date or affect the liability of a Seller under any Transaction Agreement. (e) Any disagreement between Purchaser and Seller regarding any approval required of one of them with respect to a Tax Proceeding shall be submitted to the Tax Arbitrator for resolution in accordance with the procedures of Section 3(e) hereof and, if applicable, Tax Returns affected thereby shall be filed and amended in accordance with the procedures of Section 3(f) hereof.

Tax Proceedings. The Company Securityholder Representative Each Party shall have promptly notify the right, at the expense other upon receipt of the Company Equity Holders (or, in the case any notice of any Tax Proceeding or with respect to any Seller Taxes. Any failure to notify the other claim related Party of any Tax Proceeding shall not relieve the other Party of any liability with respect to Taxes which are indemnified pursuant such Tax Proceedings except to Section 6.2(h), out of the Additional Escrow Account), extent such Party was actually prejudiced as a result thereof. Seller shall have the right to control all such Tax Proceedings to the extent they primarily relate to a Pre-Closing Tax Period or Seller Taxes, including any settlement or compromise thereof; provided, that (a) Purchaser shall have the right to participate in any such Tax Proceeding at its own cost and along with counsel of its choice, (b) Seller shall keep Purchaser reasonably informed and consult with Purchaser with respect to any developments relating to such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, (c) Seller shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with Purchaser copies of any pleadingsall correspondence, correspondence notices and other documents as the Surviving Pubco may reasonably request written material received from any Taxing Authority with respect to such Tax Proceeding, (d) Seller shall provide Purchaser with a copy of, and an opportunity to review and comment on, all material submissions made to a Taxing Authority in connection with such Tax Proceeding and (e) Seller shall reasonably consult with the Surviving Pubco prior not agree to a settlement or compromise of such Tax Proceeding, to the extent such settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could or compromise would reasonably be expected to adversely affect Purchaser or any of its Affiliates, without the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, prior written consent of Purchaser (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). Purchaser shall have the right to represent the interests of the NewCo Entities or any of their Subsidiaries in any Tax Proceeding with respect to which Seller does not elect or does not have the right to control, and any Tax Proceeding that does not relate primarily to a Pre-Closing Tax Period or Seller Taxes; provided, further, that the Surviving Pubco, at its own expense, (i) Seller shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, Proceeding at its own expensecost along with counsel of its choice if such Tax Proceeding relates to a Pre-Closing Tax Period or Seller Taxes, (ii) Purchaser shall not agree to a settlement or compromise thereof, to control any other Tax Proceedingthe extent such settlement or compromise would reasonably be expected to increase the amount of Seller Taxes for which Seller would be responsible under this Agreement, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Seller (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further, that the Company Securityholder Representative, at its own expense, (iii) Purchaser shall have the right keep Seller reasonably informed and consult with Seller with respect to participate in, but not direct, the prosecution or defense of any developments relating to such Tax Proceeding controlled Proceeding, (iv) Purchaser shall provide Seller copies of all correspondence, notices and other written material received by the Surviving Pubco that relates Purchaser from any Taxing Authority with respect to such Tax Proceeding, and (v) Purchaser shall provide Seller with a copy of, and an opportunity to review and comment on, all material submissions made to a taxable period that includes but does not end on Taxing Authority in connection with such Tax Proceeding, in each case clauses (iii), (iv) and (v) to the Closing Dateextent related to Seller Taxes.

Tax Proceedings. If a notice of an audit, action, suit, investigation, litigation, dispute, claim, examination, deficiency, assessment or other similar proceeding with a Taxing Authority (a “Tax Proceeding”) with respect to a taxable period of the Company Group ending on or before the Closing Date (but not including any Tax Proceeding with respect to any Straddle Period) (a “Pre-Closing Tax Proceeding”) is received by Purchaser or any of its Affiliates, Purchaser shall give the Sellers’ Representative written notice of such Pre-Closing Tax Proceeding within twenty (20) days of receipt of such notice. The Company Securityholder failure to give such notice shall not affect the indemnification obligations provided under this Section 11.04 except to the extent the indemnifying party has been materially prejudiced as a result of such failure. The Sellers’ Representative shall have the right, at the sole expense of the Company Equity Holders Sellers, to elect, within twenty (or, in the case 20) days of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)receiving notice from Purchaser, to control any Pre-Closing Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Seller Representative shall reasonably inform the Surviving Pubco Purchaser of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Purchaser with copies of any pleadings, correspondence correspondence, and other documents as the Surviving Pubco Purchaser may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings Purchaser and shall obtain the prior written consent of the Surviving Pubco Purchaser prior to the settlement or compromise of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateproceedings, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco. Purchaser, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Pre-Closing Tax Proceedings Proceeding controlled by the Company Securityholder Sellers’ Representative. The rights of the Surviving Pubco Sellers and the Sellers’ Representative with respect to any Tax Proceeding shall be subject to any rights of the insurer with respect to such Tax Proceeding pursuant to the Rep and Warranty Policy, unless the Seller Representative agrees that the Sellers will be fully liable for any Losses resulting from such Tax Proceeding, notwithstanding any portion of this Section 11.04 to the contrary. Purchaser shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceedings with respect to the Company Group. To the extent that the Sellers would reasonably be expected to have an Acquired Company; provided, that in the case of indemnification obligation under this Section 11.04 with respect to any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco Purchaser shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall reasonably inform the Company Securityholder Sellers’ Representative of the status of any such proceedings, proceedings and shall provide the Company Securityholder Sellers’ Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence correspondence, and other documents as the Company Securityholder Representative Purchaser may reasonably request, request and shall consult with not settle or compromise such Tax Proceeding without the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) If notice of any Tax Claim is received by the Buyer or the Company for which the Seller and Parent may reasonably be expected to be liable pursuant to Section 7.6(a), the notified Party shall promptly notify the Seller and Parent in writing of such Tax Claim (including a copy of all correspondence given to and received from any Governmental Body in connection therewith); provided, however, that the failure of the notified Party to give the Seller and Parent notice or copies as provided herein shall not relieve the Seller or Parent of its obligations under this Section 7.6, except to the extent that the Seller or Parent is actually and materially prejudiced thereby. (ii) The Company Securityholder Representative Seller and Parent shall have the right, at their sole expense, to the expense extent such Tax Claim is subject to indemnification by the Seller and Parent pursuant to Section 7.6(a), to represent the interests of the Company Equity Holders in any such Tax Claim (orother than a Tax Claim with respect to a Tax Return in respect of a Straddle Tax Period, in if Buyer is representing the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes interests of the Company and its Subsidiaries for any taxable period ending on or before in accordance with the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hprovision below); provided, however, that the Seller and Parent shall have elected in writing to represent the interests of the Company Securityholder Representative and shall inform have acknowledged in writing to the Surviving Pubco Buyer their obligation to indemnify the Buyer to the extent of any Losses actually suffered by the Buyer in connection with such Tax Claim pursuant to this Section 7.6, within fifteen (15) Business Days after such notice of the status Tax Claim has been given to the Seller and Parent. If the Seller and Parent comply with the foregoing provision of any this Section 7.6(e)(ii) and have elected to represent the interests of the Company in such proceedingsTax Claim, they shall conduct such representation actively and diligently, shall provide periodically update the Surviving Pubco (at the Surviving Pubco’s cost and expense) Buyer with copies of any pleadingsrespect to developments related to such Tax Claim, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with not settle such claim without the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall may not be unreasonably withheld, delayed or conditioned. If the Seller and Parent do not elect to represent the interests of the Company with respect to such Tax Claim or fail to comply with the terms of this Section 7.6(e)(ii), withheld or delayedwith respect to a Tax Claim that relates to a Tax Return in respect of a Straddle Tax Period that is subject to indemnification by the Seller and Parent pursuant to Section 7.6(a), the Buyer may represent the interests of the Company, and the Seller and Parent shall reimburse the Buyer for the reasonable and documented out-of-pocket fees and expenses of defending such Tax Claim (based on a pro rata allocation of such fees and expenses between the portion of the Straddle Tax Period that is a Pre-Closing Tax Period and the portion of the Straddle Tax Period that is a Post-Closing Tax Period), upon submission of periodic bills; provided, further, provided that the Surviving PubcoBuyer shall periodically update the Seller and Parent with respect to developments related to such Tax Claim and the Buyer shall not settle such claim without the consent of the Seller and Parent, such consent not to be unreasonably withheld, delayed or conditioned. If the Seller or Parent assumes the defense of any Tax Claim, the Buyer may participate, at its own expense, shall have in the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired CompanyClaim; provided, however, that the Buyer shall be entitled to participate in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes defense with separate counsel at the expense of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date Seller and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), Parent if (A) so requested by the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceedingSeller or Parent to participate, and or (B) based on the Surviving Pubco shall inform the Company Securityholder Representative reasonable opinion of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior outside counsel to the settlement Buyer, a conflict of interest or potential conflict of interest exists between the Buyer and the Seller, Parent or Olive, as applicable, that would make such separate representation advisable. Notwithstanding any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior provision herein to the settlement contrary, to the extent that a provision of this Section 7.6(e)(ii) directly conflicts with any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any provision of its Subsidiaries in any taxable period (or portion thereofSection 7.3, this Section 7.6(e)(ii) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense govern. Table of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateContents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tax Proceedings. The Company Securityholder Representative Buyer and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, shall have the rightpromptly notify each other in writing upon receipt of notice of any inquiry, at the expense claim, assessment, audit or similar proceeding in respect of Taxes of the Company Equity Holders Companies (oror of LUHI, in to the case extent the Companies could be liable for such Taxes) (a “Tax Proceeding”) for any Pre-Closing Tax Period; provided, that the failure to provide such notice shall not relieve any Person of any liability with respect to such Tax Proceeding except to the extent such Person was actually prejudiced by such failure. Seller shall control the prosecution of any Tax Proceeding or other claim related relating (i) exclusively to Pre-Closing Tax Periods, and (ii) to the extent the relevant Tax Proceeding is severable, the portion of any Straddle Period allocated to Seller for which Seller must pay the Taxes which are indemnified pursuant to Section 6.2(h)6.12(c) hereof, out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative Buyer shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, . Each of Seller and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating Buyer shall be entitled to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, participate at its own expense, shall have the right to participate in, but not direct, the prosecution or defense expense with separate counsel in all aspects of any such Tax Proceeding controlled by the Surviving Pubco other Party pursuant to the immediately preceding sentence. The Party controlling such Tax Proceeding shall promptly deliver copies of any written communications in connection with such Tax Proceeding to the other Party, and shall not settle or compromise any such Tax Proceeding without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, this Section 6.12(k) and not Section 9.5 shall govern Tax Proceedings and shall apply only for so long as there are Escrow Funds remaining sufficient to cover the Taxes that relates are indemnifiable by Seller in connection with the relevant Tax Proceeding (disregarding for this purpose any Escrow Funds subject to outstanding claims made in writing by a taxable period that includes but does not end on the Closing DateTaxing Authority or other third party).

Tax Proceedings. The Company Securityholder After the Closing Date, Parent shall notify the Representative shall have within ten (10) days of the rightcommencement of any notice of Tax deficiency, at the expense proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim, in each case, with respect to Taxes of the Company Equity Holders or any Company Subsidiary for a Pre-Closing Tax Period (ora “Tax Claim”); provided, however, that any failure or delay in providing such notification shall not limit or affect any of the rights or obligations under this Agreement (including under ‎Article VII), except solely to the extent that such failure or delay materially prejudices the Company Securityholders or the Representative with respect to the defense of such Tax Claim. In the case of any Tax Proceeding or other claim related Claim relating solely to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to for Taxes which are that would be indemnified pursuant to Section 6.2(h); provided, howeverthis Agreement, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, control the prosecution or defense conduct of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired CompanyClaim; provided, provided that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco Representative shall provide the Company Securityholder Representative written notice keep Parent promptly informed with respect thereto, including by providing copies of such proceedingany correspondence in connection therewith, and (B) Parent shall be entitled to participate in the Surviving Pubco conduct of such Tax Claim and (C) the Representative shall inform the Company Securityholder Representative of the status of any not settle or compromise such proceedings, shall provide the Company Securityholder Representative Tax Claim (at the Company Securityholder Representativeor a portion thereof) without Parent’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior (not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, ). Parent shall have the right to participate in, but not direct, control the prosecution or defense conduct of any other Tax Claim; provided that to the extent such Tax Proceeding controlled by the Surviving Pubco that Claim relates to Taxes that the Indemnifying Parties would be required to indemnify pursuant to this Agreement, (x) Parent shall keep the Representative promptly informed with respect thereto, including by providing copies of any correspondence in connection therewith, (y) the Representative shall be entitled to participate in the conduct of such Tax Claim and (z) Parent shall not settle or compromise such Tax Claim (or a taxable period that includes but does portion thereof) without the Representative’s prior written consent (not end on to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the Closing Datecontrary, Parent shall be entitled to control the conduct of any Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim, in each case, with respect to Taxes of itself and its Affiliates (other than the Company and the Company Subsidiaries), including with respect to the consolidated group of which Parent is a member, in Parent’s sole discretion.

Tax Proceedings. (i) The Company Securityholder Representative Acquiring Purchaser and Seller shall have promptly notify the right, at the expense other Party in writing upon receiving notice from any Taxing Authority of the Company Equity Holders (or, in the case commencement of any Tax Proceeding audit or other claim related Proceeding with respect to Taxes which are indemnified pursuant to Section 6.2(h), out (x) of a member of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, Acquired Group or other adjustment or proposed adjustment (y) relating to any and all Taxes of the Company and its Subsidiaries Purchased Assets, in each case, for any taxable period ending on a Pre-Closing Tax Period or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hStraddle Period (each, a “Tax Contest”); provided, however, that any Party’s failure to give such prompt notice shall not affect its rights or obligations under this Agreement so long as the Company Securityholder Representative defense of such Tax Contest is not materially adversely impacted or prejudiced thereby. (ii) Seller or its designee shall inform have the Surviving Pubco right, by written notice to the Acquiring Purchaser no later than ten (10) Business Days after receiving notice of the status Tax Contest, to elect to control any Tax Contest (at its expense) if (A) it is or may be required to indemnify such Purchaser Indemnitees for any Losses arising therefrom or (B) such Tax Contest is with respect to any Taxes or Tax Return (other than a Consolidated Tax Return or the Tax relating thereto) of Seller or any of its Affiliates. The Acquiring Purchaser or its designee shall control all other Tax Contests (other than Tax audits or other Proceedings that are described in clause (iv) below) (at its expense, subject to its right to indemnification under Article X). Each Party shall take all actions reasonably necessary (including providing a power of attorney) to enable the applicable Party to exercise its control rights as set forth in this Section 6.06(i)(ii). (iii) Other than with respect to Tax audits or other Proceedings described in clause (iv) below, the controlling Party shall (A) keep the non-controlling Party reasonably informed of material developments with respect to such proceedingsTax Contest, shall (B) except as prohibited by the applicable Taxing Authority, provide the Surviving Pubco non-controlling Party with the right to participate (at the Surviving Pubconon-controlling Party’s cost and expense) with copies of in any pleadingsproceedings relating to such Tax Contest, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any (C) not settle such proceedings and shall obtain Tax Contest without the prior written consent of the Surviving Pubco prior non-controlling Party (not to be unreasonably withheld, conditioned, or delayed). (iv) Notwithstanding any provision in this Agreement to the settlement contrary, Seller shall have the exclusive right to control in all respects, and no Purchaser nor any of their Affiliates shall be entitled to participate in, any such proceedings that could Tax audit or other Proceeding with respect to Seller or any of its Affiliates with respect to (A) any Taxes or Tax Return (other than a Consolidated Tax Return or the Tax relating thereto) of Seller or any of its Affiliates for which no Tax liability or lien for Taxes would reasonably be expected to adversely affect be imposed on the Surviving Pubco Acquired Group or an Acquired Company any of the Purchased Assets and no Tax attributes conveyed (directly or indirectly) in the Transactions would reasonably be expected to be lost, disallowed, reduced or recaptured, or (B) any taxable period ending after the Closing Date, which consent Consolidated Tax Return; provided that Seller shall not settle or cause to be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of settled any such Tax Proceedings controlled by Proceeding described in this clause (B) in a manner that would reasonably be expected to have a disproportionate (as compared to the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes members of the Company applicable Seller Tax Group) and material adverse impact on Acquiring Purchaser or any of its Subsidiaries for a taxable period that includes but does not end on Affiliates (including members of the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eAcquired Group), (A) which impact would be economically borne by Acquiring Purchaser or such Affiliates after taking into account the Surviving Pubco shall provide provisions of this Agreement, without the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeAcquiring Purchaser’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior (not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date).

Tax Proceedings. The Company Securityholder Representative Buyer shall have notify the rightSeller within fifteen (15) days of its receipt or any Affiliate’s receipt (including, at after the expense Closing, each member of the Company Equity Holders Group) (or, in the case a) of any Tax Proceeding written notice of any audit, suit, action or other claim related to proceeding in respect of Taxes which are indemnified pursuant to Section 6.2(h)(each, out a “Tax Proceeding”) or (b) of the Additional Escrow Account), to control a written notice threatening any Tax Proceeding, initiate in either case relating in whole or in part to Taxes for which the Seller Parties may be liable or for which any claim for refundBuyer Indemnified Party may be entitled to indemnification from the Seller Parties hereunder; provided, contesthowever, resolve that failure to so notify the Seller shall not relieve the Seller Parties of their obligations hereunder unless and defend against to the extent the Seller Parties are materially prejudiced thereby. Buyer shall control any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Tax Proceeding with respect to any and all Taxes member of the Company and its Subsidiaries Group for any taxable period beginning prior to the Closing Date (other than any Tax Proceeding with respect to Pass-Through Income Tax Returns for any taxable period ending on or before prior to the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hDate); provided, however, the Company Securityholder Representative that (i) Buyer shall inform the Surviving Pubco of the status of not agree to settle or compromise any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Seller (which consent shall may not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further(ii) Buyer shall keep the Seller fully informed on a regular basis regarding the status of such Tax Proceeding, that (iii) Buyer shall provide the Surviving PubcoSeller with a copy of all material submissions made to a Governmental Authority in connection with such Tax Proceeding, at its own expense(iv) Buyer shall provide the Seller copies of all material correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Proceeding, and (v) the Seller shall have the right to participate in, but not direct, the prosecution or defense of in any such Tax Proceedings controlled by Proceeding at the Company Securityholder RepresentativeSeller Parties’ sole expense. the Surviving Pubco The Seller shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceeding with respect to an Acquired CompanyPass-Through Income Tax Returns for any taxable period ending on or prior to the Closing Date; provided, that in (i) the case of Seller shall not agree to settle or compromise any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Buyer (or portion thereof) ending on or before the Closing Date, which consent shall may not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further(ii) the Seller shall keep Buyer fully informed on a regular basis regarding the status of such Tax Proceeding, that (iii) the Company Securityholder RepresentativeSeller shall provide Buyer with a copy of all material submissions made to a Governmental Authority in connection with such Tax Proceeding, at its own expense(iv) the Seller shall provide Buyer copies of all material correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Proceeding, and (v) Buyer shall have the right to participate in, but not direct, the prosecution or defense of in any such Tax Proceeding controlled by the Surviving Pubco that relates at Buyer’s sole expense. The provisions of this Section 6.5(f), rather than those of Section 8.3, shall apply with respect to a taxable period that includes but does not end on the Closing Dateany Tax Proceedings.

Tax Proceedings. The If, after the Closing Date, a Party or an Affiliate of such Party (including a member of the Company Securityholder Group) receives notice of an audit or administrative or judicial Action with respect to any Company Tax or Tax Return with respect to Company Taxes related to any taxable period ending prior to the Effective Time (a “Pre-Effective Time Tax Contest”), such Party shall notify the Other Party within ten (10) days of receipt of such notice; provided that the failure to provide such notice shall not relieve the first Party of its obligations under this Agreement with respect to Company Taxes, as applicable, except to the extent such failure results in insufficient time being available to permit the Other Party to effectively defend against such Pre-Effective Time Tax Contest. Sellers’ Representative shall have the rightoption, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Sellers’ sole cost and expense, to control any such Pre-Effective Time Tax Proceeding, initiate any claim for refund, contest, resolve Contest and defend against any assessment, may exercise such option by providing written notice to Purchaser within fifteen (15) days of receiving notice of deficiencysuch Pre-Effective Time Tax Contest from Purchaser; provided that Sellers’ Representative shall, or other adjustment or proposed adjustment relating to the extent such Pre-Effective Time Tax Contest is reasonably expected to have a material impact on the amount of any and all Taxes Post-Effective Time Company Taxes, (i) keep Purchaser reasonably informed of the Company and its Subsidiaries for any taxable period ending on progress of such Pre-Effective Time Tax Contest, (ii) permit Purchaser (or before the Closing Date or relating Purchaser’s counsel) to Taxes which are indemnified pursuant to Section 6.2(h); providedparticipate, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoPurchaser’s sole cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult in such Pre-Effective Time Tax Contest, including in meetings with the Surviving Pubco prior to the settlement applicable Governmental Authority and (iii) not settle, compromise and/or concede such portion of any such proceedings and shall obtain Pre-Effective Time Tax Contest without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DatePurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. If, furtherafter the Closing Date, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution a Party or defense an Affiliate of such Party (including any such Tax Proceedings controlled by member of the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, Group) receives notice of deficiency, an audit or other adjustment administrative or proposed adjustment relating to Taxes judicial Action with respect to an Acquired Companyany Company Tax or Tax Return with respect to Company Taxes related to a Straddle Period (a “Straddle Period Tax Contest”), such Party shall notify the Other Party within ten (10) days of receipt of such notice; providedprovided that the failure to provide such notice shall not relieve the first Party of its obligations under this Agreement with respect to Company Taxes, that except to the extent such failure results in insufficient time being available to permit the Other Party to effectively participate in the case of defense against such Straddle Period Tax Contest. Purchaser shall control any such Straddle Period Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes Contest; provided that Purchaser shall (x) keep Sellers’ Representative reasonably informed of the Company or any progress of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)such Straddle Period Tax Contest, (Ay) permit Sellers’ Representative (or Sellers’ Representative’s counsel) to participate, at Sellers’ sole cost and expense, in such Straddle Period Tax Contest, including in meetings with the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceedingapplicable Governmental Authority, and (Bz) the Surviving Pubco shall inform the Company Securityholder Representative not settle, compromise and/or concede any portion of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Straddle Period Tax Contest without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers’ Representative, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) The Company Securityholder Representative Purchasers shall have as soon as reasonably practicable notify the right, at Sellers of any announcement and commencement of any Tax Proceeding. The notification shall be made in writing and promptly after the expense Purchasers and/or the relevant Group Entity becomes aware of such event and shall contain full factual information describing the object of the Company Equity Holders Tax Proceeding and, where possible, the amount of a potential Tax liability in reasonable detail and shall include copies of any assessment notice or other document received from any Tax Authority related to the potential Tax liability. On the reasonable request of a Seller, the Purchaser shall procure that such Seller (orwith a copy to all other Sellers) obtains any document or information (including any books and records) which may be relevant for the Sellers in this respect. (ii) The Purchasers shall, and shall procure that the relevant Group Entity does, (i) ensure that the Sellers or a counsel of their own choice or their representatives are given the opportunity to participate in (including the case participation in all meetings with the Tax Authorities) any Tax Proceeding which takes place after the Closing Date, (ii) upon the request by the Sellers file objections or other appeals against Tax assessments or challenge and litigate any Tax assessment or other decision of any Tax Authority if and to the extent it is related to the Relevant Taxes and (iii) comply with any lawful instructions given by the Sellers in relation to the conduct of any Tax Proceeding referred in (i) and (ii) above. If the Sellers elect by a written request to lead Tax Proceedings on their own or through a counsel of their own choice, the Purchasers shall authorize, and shall cause the Group Entities to authorize, (by power-of-attorney and such other claim related documentation as may be necessary or appropriate) the designated representative of the Sellers to Taxes which represent the Purchasers and/or the relevant Group Entities or any successor to all or parts of their business in the Tax Proceedings. In any case, neither the Purchasers nor any of the Group Entities or any successor to all or parts of their business are indemnified pursuant entitled to Section 6.2(hfurnish any information relating to Tax Proceedings to any third party (including the Tax Authorities), out of the Additional Escrow Account), to control settle any Tax Proceeding, initiate or let any claim for refundTax Proceeding become time-barred, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain in each case without the prior written consent of the Surviving Pubco prior Sellers (not to be unreasonably withheld or unreasonably delayed). (iii) The Sellers shall indemnify a Group Entity from any reasonable external advisor costs and expenses properly incurred by such Group Entity in taking the actions prescribed in Sections 16.3(c)(i) and (ii) above, provided that the Sellers have given their written consent to the settlement assignment of any such proceedings that could reasonably be expected to adversely affect external advisor in respect of the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Daterespective action, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datewithheld.

Tax Proceedings. The Company Securityholder Representative (a) Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates (including, following the Closing and for the avoidance of doubt, any Transferred Entity) of any written communication from a Taxing Authority concerning any pending or threatened audit, claim, demand, proposed adjustment or deficiency, assessment or administrative or judicial proceeding (a “Tax Claim”) described in Section 9.04(b) and to the extent known, describing in reasonable detail the facts and circumstances with respect to the subject matter of such Tax Claim. (b) Seller shall have the right, at the expense of the Company Equity Holders exclusive right to (or, in the case of i) prepare (or cause to be prepared) any amended Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), Returns and (ii) to control any Tax ProceedingClaim (whether such Tax Claim is initiated prior to or on the Closing Date), initiate in each case to the extent that any claim for refundsuch Tax Return or Tax Claim (A) relates to any Parent Tax, contest(B) could result in any Tax liability with respect to which Seller will be solely liable, resolve and defend against any assessment, notice of deficiencyunder this Agreement or otherwise, or such item is included in Excluded Tax Liabilities (other adjustment than items specified in clause (b) or proposed adjustment relating (d) of such definition) or (C) relates to Taxes with respect to which a Transferred Entity is treated as a pass-through entity and which Taxes flow through to Seller or any of its Affiliates (other than a Transferred Entity). Upon Seller’s request, Buyer shall file (or caused to be filed) any amended Tax Return described in clause (A), (B) or (C) of the immediately preceding sentence and shall execute any powers of attorney or similar documents that may be required to effectuate the intent of this Section 9.04(b). Seller shall not be required to obtain Buyxx’x prior written consent to amend any Tax Return or settle any Tax Claim, in each case described in this Section 9.04(b) unless such settlement would be reasonably likely to adversely affect Buyer in a Tax period beginning after the Closing Date, and such consent, not to be unreasonably withheld, conditioned or delayed. Buyer shall have the right to participate (at its cost) in any such Tax Claim (other than a Tax Claim related to any Parent Tax described in clause (A) of this Section 9.04(b)). (c) Buyer shall have the exclusive right to (i) prepare (or cause to be prepared) any amended Tax Returns and all Taxes (ii) to control any Tax Claim, in each case, with respect to Tax Returns and Tax Claims of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which Transferred Entities that are indemnified pursuant to not described in Section 6.2(h9.04(b); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of extent such amended Tax Return or Tax Claim could result in any Tax liability with respect to which Seller will be liable, under this Agreement or otherwise, Buyer shall not file such proceedings and shall obtain amended Tax Return or settle such Tax Claim without the prior written consent of the Surviving Pubco prior Seller (such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, ). Seller shall have the right to participate in, but not direct, the prosecution or defense of (at its cost) in any such Tax Proceedings controlled by Claim. (d) To the Company Securityholder Representative. extent the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice provisions of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult 9.04 conflict with the Company Securityholder Representative prior to the settlement provisions of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative Section 12.03 or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directSection 12.04, the prosecution or defense provisions of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section 9.04 shall control.

Tax Proceedings. (i) Buyer shall provide the Seller with notice of any written inquiries, audits, examinations or proposed adjustments by any Taxing Authority with respect to any Taxes or Tax Returns of any Acquired Company (a “Tax Proceeding”), which relate to any Pre-Closing Tax Period within 10 days of the receipt of such notice. No failure or delay of the Buyer in the performance of the forgoing shall reduce or otherwise affect the obligations or liabilities of the Seller pursuant to this Agreement except to the extent the Seller is actually prejudiced thereby. (ii) The Company Securityholder Representative Seller shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), right to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding which relates to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before Pre-Closing Tax Period other than a Straddle Period (any such Tax Proceeding that the Closing Date or relating Seller elects to Taxes which are indemnified pursuant to Section 6.2(hcontrol, a “Seller Tax Proceeding”); provided, however, that (A) the Company Securityholder Representative Buyer shall inform have the Surviving Pubco right to participate in any such matter at its sole expense, (B) the Seller shall keep the Buyer reasonably informed of the status of any such proceedings, shall provide matter (including providing the Surviving Pubco (at the Surviving Pubco’s cost and expense) Buyer with copies of all written correspondence regarding such matter), and (C) the Seller shall not compromise, settle or consent to any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult judgment with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain Seller Tax Proceedings without the prior written consent of the Surviving Pubco prior Buyer, not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, furtherhowever, that, in the event that the Seller settles any Seller Tax Proceeding without obtaining the Buyer’s prior written consent, and such prior written consent was not unreasonably withheld, conditioned or delayed by the Buyer, then the Seller shall indemnify, defend and hold harmless the Buyer against all Losses which any Buyer Indemnified Party may incur, sustain or suffer as a result of or arising from the Seller’s settlement of such Seller Tax Proceeding. (iii) The Buyer shall have the right to control any Tax Proceeding other than a Seller Tax Proceeding (a “Buyer Tax Proceeding”); provided, however, that with respect to any Buyer Tax Proceeding that relates to any Pre-Closing Tax Period or the Surviving Pubcoportion of any Straddle Period ending on the Closing Date, at its own expense, (A) the Seller shall have the right to participate in, but not direct, the prosecution or defense of in any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, matter at its own sole expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco Buyer shall inform keep the Company Securityholder Representative Seller reasonably informed of the status of any such proceedings, shall provide matter (including providing the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) Seller with copies of any pleadings, all written correspondence and other documents as the Company Securityholder Representative may reasonably requestregarding such matter), and (C) the Buyer shall consult not compromise, settle or consent to any judgment with the Company Securityholder Representative prior respect to the settlement of any such proceedings and shall obtain Buyer Tax Proceedings without the prior written consent of the Company Securityholder Representative prior Seller, not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, furtherthat, in the event that the Buyer settles any Buyer Tax Proceeding without obtaining the Seller’s prior written consent, and such prior written consent was not unreasonably withheld, conditioned or delayed by the Seller, then Buyer shall indemnify, defend and hold harmless the Seller against all Losses which any Seller Indemnified Party may incur, sustain or suffer as a result of or arising from Buyer’s settlement of such Buyer Tax Proceeding. (iv) In the event an Acquired Company Securityholder Representativereceives any tax infraction notice(s) in connection with any Tax Proceeding, and such infraction notice is upheld in whole or in part after all administrative appeals have been exhausted, such that the Tax Authorities has denied the reconsideration petition against such Acquired Company, and the Administrative Tax Tribunal has ruled unfavorably against such Acquired Company (the “Unfavorable Tax Decision”), and regardless of whether Seller elected to control any such Tax Proceeding, (A) the Buyer shall, upon Seller’s request and at its own Seller’s sole cost and expense, cause the Company to contest the Unfavorable Tax Decision (the “Final Tax Contest”) before the court in Costa Rica (the “Chamber”) and (B) the Seller shall have the right to participate incontrol the Final Tax Contest; provided, but not directhowever, that the prosecution or defense Seller must give sufficient notice to the Buyer to enable such Acquired Company to file a timely appeal before the Chamber. (v) The provisions of any such this Section 6.5(g) shall govern all Tax Proceeding controlled by Proceedings, notwithstanding anything to the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datecontrary in Article VIII.