Common use of Contests Clause in Contracts

Contests. (a) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except as otherwise provided in this AgreementSubject to Section 4, the respective Filing right to control the conduct of any Proceeding shall belong to the Party responsible, pursuant to Sections 3.1 and 3.2, for the filing of the Tax Return to which such Proceeding relates. Notwithstanding the foregoing, Delta shall have the right to control, contest, and represent control the interest conduct of any FIS Group company or any LPS Group company in any Contest relating Proceeding if Delta reasonably determines that it could have an indemnification obligation for an adjustment to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject pursuant to such Proceeding. Subject to Section 6.4(b2.3(g), if the Party not controlling a Proceeding could have an indemnification obligation for an adjustment to Tax pursuant to such Proceeding, such Party shall be entitled to participate in (but not control) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management Proceeding at its own cost and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemexpense. (b) Except as otherwise provided hereinset forth in Section 2.3(g), after the date of execution of this Agreement, Party controlling a Proceeding shall not settle such Proceeding in a manner that would result in an indemnity payment from the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability other Party under this AgreementAgreement or otherwise cause a material adverse tax consequence to the other Party without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that the Party controlling such Proceeding may settle such Proceeding without the consent of an Indemnifying the other Party that is not the Filing so long as such Party with waives its indemnification rights hereunder in respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If Proceeding and agrees to indemnify the Indemnifying other Party does not assume the defense of against any material adverse tax consequence arising from such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect To the extent relevant, the Parties will use commercially reasonable efforts to a Contest involving an issue for which both (i) work with Taxing Authorities to cause any FIS Group company Proceedings to be bifurcated into pre-Distribution Date and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSpost-Distribution Date periods. (d) The party At Delta’s request, Ultra will pay its share of Taxes as needed to file a protest or otherwise respond to a Proceeding. (e) Delta and Ultra shall negotiate in good faith concerning the waiver of any law firm and advisor conflicts with respect to any law firms or advisors that is controlling were retained by Delta at any Contest time prior to the Effective Time. (f) After the Distribution Date, each Party shall promptly notify the other Party in writing upon receipt of written notice of the commencement of any Proceeding or of any demand or claim upon it, which, if determined adversely, would be grounds for indemnification from such other Party pursuant to Sections 6.2(b) and (c) Section 2.2; provided that failure to provide notice pursuant to this sentence shall not relieve any Party of its obligations pursuant to this Agreement (except to the “Controlling Party”):extent such Party is actually prejudiced as a result thereof. Each Party shall, on a timely basis, keep the other Party informed of all developments in the Proceeding and provide such other Party with copies of all pleadings, briefs, orders, and other correspondence pertaining thereto. (ig) in the case of any material correspondence or filing submitted Notwithstanding anything to the Tax Authority or any judicial authority that relates to the merits of the deficiencycontrary contained herein, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party neither Ultra nor its Affiliates shall have the right to attendparticipate in, control, approve, consent to or otherwise hinder the conduct or settlement of the Specified Actions. Neither Ultra nor any meetings Affiliate shall take any action that could reasonably be expected to increase any liability for Taxes related to, or in connection with, the Specified Actions. At Delta’s request, Ultra and its Affiliates will cooperate with Delta, Hewlett Packard Enterprise Company and their Affiliates and representatives in connection with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to conduct and resolution of the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestSpecified Actions.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Party Purchaser shall have promptly notify the Stockholder Representative in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or of any of the Company and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII; provided, however, that a failure to give such notice will not affect the Purchaser's right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of indemnification under this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining Article VII except to the management and control extent, if any, that, but for such failure, the Stockholders could have avoided all or a portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemliability in question. (b) Except In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that the Stockholders acknowledge in writing their liability under this Agreement to hold the Purchaser, the Company and the Subsidiaries harmless against the full amount of any adjustment which may be made as otherwise provided herein, after a result of such audit or proceeding that relates to periods ending on or before the date of execution of this AgreementClosing Date (or, in the case of a Contest any taxable year that relates includes the Closing Date, against an adjustment allocable under Section 7.01(b) to a Tax Return for a Taxable Period beginning the portion of such year ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date), the Indemnifying Party Stockholder Representative shall have the right at its the Stockholders' expense to participate in and control the conduct of such Contest. If audit or proceeding but only to the Indemnifying Party extent that such audit or proceeding relates solely to a potential adjustment for which the Stockholders have acknowledged their liability; the Purchaser also may participate in any such audit or proceeding and, if the Stockholder Representative does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days' prior written notice to the Indemnifying Party Stockholder Representative setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has Stockholders have acknowledged their liability and (ii) that are required to be dealt with in a the same proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee the Purchaser would be liable, the Indemnitee Purchaser shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a Contest involving an issue potential adjustment for which both the Stockholders (as evidenced by its acknowledgment under this Section 7.03) and the Purchaser, the Company or any Subsidiary could be liable, (i) any FIS Group company both the Purchaser and the Stockholder Representative may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article VII by FIS or by LPSthe Purchaser and the Stockholder Representative. (d) The party that is controlling Neither the Stockholders nor the Stockholder Representative shall enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (any Tax audit or proceeding that would adversely affect the “Controlling Party”): (i) in Purchaser for such year or a subsequent year without the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits written consent of the deficiencyPurchaser, which consent may not be unreasonably withheld. The Purchaser shall not enter into any compromise or agree to settle any claim pursuant to any Tax audit or adjustment proceeding that is would adversely affect any Stockholder for such year or a subsequent year without the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates Stockholder Representative, which consent may not be unreasonably withheld. The Purchaser and the Stockholders (including the Stockholder Representative) agree to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance ofcooperate, and the Non-Controlling Party shall have Purchaser agrees to cause the right Company and the Subsidiaries to attendcooperate, in the defense against or compromise of any meetings with the Tax Authority (including meetings with examiners) claim in any audit or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided If any Tax Authority asserts, proposes or recommends a deficiency, claim or adjustment that, if sustained, could result in Taxes for which the Non-Filing Party is responsible under this Agreement, then upon request by the respective Non-Filing Party, the Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating continue to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) andcontest, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted and the Filing Party shall keep the Non-Filing Party informed in a timely manner reasonably in advance of all actions taken or assessed proposed to be taken by the Filing Party in connection with such deficiency, claim or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemadjustment. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party Audit with respect to such any Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution PeriodItem, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues.shall: (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i1) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the such deficiency, claim or adjustment that is the subject of such Contest shall (Ai) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) Filing Party with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (Bii) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Filing Party’s reasonable 's comments and changes on such draft copy of such correspondence or filing, and (Ciii) provide the Non-Controlling Filing Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and; (ii2) shall provide the Non-Controlling Filing Party with notice reasonably in advance of, and the Non-Controlling Filing Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to such deficiency, claim or adjustment; and (3) at the Filing Party's reasonable request (or upon the Filing Party's consent to a request by the Non-Filing Party, which consent shall not be unreasonably withheld), the Non-Filing Party shall assume responsibility for (i) contesting and presenting the merits with respect to any deficiency, claim or adjustment that that, if sustained, would result in Taxes for which the Non-Filing Party is responsible under this Agreement, or (ii) resolving, settling or agreeing to any such deficiency, claim or adjustment. Any such request (or consent) by the Filing Party shall be subject to the Non-Filing Party's continued compliance with the conditions of Section 7.4 of this Agreement and to such Contestother conditions as the Filing Party and Non-Filing Party reasonably agree.

Contests. (ai) Except as otherwise provided After the Closing Date, CCE and ETP each shall notify the other party in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving writing within ten (10) Business Days’ prior written notice days of the commencement of any Tax audit or administrative or judicial proceeding affecting the Taxes of TPC that, if determined adversely to the Indemnifying Party setting forth taxpayer (the terms and conditions “Tax Indemnified Party”) or after the lapse of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee time would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue grounds for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled indemnification under this Section 6.2 5.6 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Tax Indemnifying Party” and a “Tax Claim”) with ). Such notice shall contain factual information describing any 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. Failure to give such notification shall not affect the indemnification provided in this Section 5.6 except to the extent the Tax Indemnifying Party shall have been prejudiced as a draft copy of the portion result of such correspondence or filing failure (except that relates the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authoritynotice). Thereafter, the Non-Controlling Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party’s reasonable comments receipt thereof, copies of all relevant notices and changes on such draft copy of such correspondence or filing, and documents (Cincluding court papers) provide received by the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; andTax Indemnified Party. (ii) shall provide In the Non-Controlling Party with notice reasonably in advance ofcase of an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any Taxable years or periods ending on or before the Closing Date, and the Non-Controlling Party CCE shall have the right right, at its expense, to attendcontrol the conduct of such audit or proceeding; provided, however, that if CCE does not timely take control of such audit or proceeding, ETP may, at its expense, control the conduct of the audit or proceeding. In the case of an audit or administrative or judicial proceeding involving any meetings asserted liability for Taxes relating to any Straddle Period, ETP shall have the right, at its expense, to control the conduct of such audit or proceeding; provided, however, that (A) ETP shall keep CCE reasonably informed with respect to the status of such audit or proceeding and provide CCE with copies of all written correspondence with respect to such audit or proceeding in a timely manner and (B) if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of TPC for which CCE would be liable under this Section 5.6, CCE may participate in the conduct of such audit or proceeding at its own expense. (iii) In the case of an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any Taxable years or periods beginning after the Closing Date, ETP shall have the right, at its expense, to control the conduct of such audit or proceeding. (iv) ETP and CCE shall reasonably cooperate in connection with any Tax Claim, and such cooperation shall include the provision to the Tax Authority (including meetings with examiners) or hearings or proceedings before Indemnifying Party of records and information that are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestmaterial provided hereunder.

Contests. (a) Except as otherwise provided If any Tax Authority asserts, proposes or recommends a deficiency, claim or adjustment that, if sustained, could result in Taxes for which the Non-Filing Party is responsible under this Agreement, then upon request by the respective Non-Filing Party, the Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating continue to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) andcontest, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted and the Filing Party shall keep the Non-Filing Party informed in a timely manner reasonably in advance of all actions taken or assessed proposed to be taken by the Filing Party in connection with such deficiency, claim or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemadjustment. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party Audit with respect to such any Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution PeriodItem, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues.shall: (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i1) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the such deficiency, claim or adjustment that is the subject of such Contest shall (Ai) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) Filing Party with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (Bii) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Filing Party’s reasonable 's comments and changes on such draft copy of such correspondence or filing, and (Ciii) provide the Non-Controlling Filing Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and; (ii2) shall provide the Non-Controlling Filing Party with notice reasonably in advance of, and the Non-Controlling Filing Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to such deficiency, claim or adjustment; and (3) at the Filing Party's reasonable request (or upon the Filing Party's consent to a request by the Non-Filing Party, which consent shall not be unreasonably withheld), the Non-Filing Party shall assume responsibility for (i) contesting and presenting the merits with respect to any deficiency, claim or adjustment that that, if sustained, would result in Taxes for which the Non-Filing Party is responsible under this Agreement, or (ii) resolving, settling or agreeing to any such deficiency, claim or adjustment. Any such request (or consent) by the Filing Party shall be subject to the Non-Filing Party's continued compliance with the conditions of Section 6.4 of this Agreement and to such Contestother conditions as the Filing Party and Non-Filing Party reasonably agree.

Contests. (a) Except as Whenever any Taxing Authority asserts a claim, makes an assessment, or otherwise provided in disputes the amount of Taxes for which Seller, and not Purchaser, is liable under this Agreement, the respective Filing Party Purchaser shall upon receipt of such assertion, promptly, but in no event more than twenty (20) Business Days from such receipt, inform Seller in writing and Seller shall have the right to controlcontrol any resulting proceedings and to determine whether and when to settle any such claim, contestassessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under this Agreement and does not materially affect the amount for which Purchaser is liable under this Agreement. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) andnot Seller, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability is liable under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Purchaser shall have the right at its expense to participate in control any resulting proceedings and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of to determine whether and when to settle any such Contest for a Pre-Distribution Periodclaim, the Filing Party may defend the same in such manner as it may deem appropriateassessment or dispute, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice except to the Indemnifying Party setting forth extent such proceedings affect the terms amount of Taxes for which Seller is liable under this Agreement. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which both Seller and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues Purchaser may be liable, (i) relating to a potential adjustment for which the Indemnifying each such Party has liability and may participate in any resulting proceedings, (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee proceedings shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by the Party that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) taxable periods and (ciii) neither Party shall settle the proceedings without the consent of this Agreement (the “Controlling other Party”): (i) , which shall not be unreasonably withheld, conditioned or delayed, provided however, that when an amount in dispute is $250,000 or less, the case Party that would bear the burden of the greater portion of the sum of the adjustment and any material correspondence or filing submitted corresponding adjustments that may reasonably be anticipated for future taxable periods may settle any such proceeding on behalf of both Parties without the consent of the other Party if the Party bearing the greater burden obtains a Tax Opinion, on which both Parties may rely, to the Tax Authority or any judicial authority effect that relates to the merits settlement is reasonable based on the facts and circumstances of the deficiency, claim or adjustment that issue which is the subject basis of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided If any Taxing Authority asserts a Tax Claim in this Agreementrespect of any QNX Entity, then the respective Filing Party party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding involving a QNX Entity in respect of any taxable period that ends on or before the Closing Date Parent shall have the right to control, contestat its own expense, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating such Tax Proceeding; provided, however, that with respect to any Tax Return described Proceeding in Section 2.2 respect solely of a QNX Entity, which Tax Proceeding would reasonably be expected to have an adverse effect on the Buyers or 2.3 any of this Agreement their Affiliates (including the relevant QNX Entity) (i) Parent shall consult with Buyers before taking any significant action in connection with such Tax Proceeding, (ii) the Buyers shall be entitled to participate in such Tax Proceeding at Buyer’s expense (along with counsel and other advisors of their choice) and (iii) Parent shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Buyers (which consent shall not be unreasonably withheld or delayed), to the extent such settlement or compromise would reasonably be expected to result in an adverse effect on the Buyers that is material, provided that if such consent is withheld by Buyers, control of such Tax Proceeding shall be assumed by Buyers at their own expense and Parent’s liability for any Taxes (including Parent Taxes) resulting from such Tax Proceeding shall not exceed the amount that would have been due under such settlement or compromise (Parent’s liability for Taxes in excess of the amount that would so have been due, “Excess Taxes”) (and, notwithstanding any other provision, Buyer shall indemnify Parent against any such Excess Taxes, to the extent any such Taxes are due or payable to any Tax Authority by Parent or any of its subsidiaries or Affiliates (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issuesQNX Entity)). (c) With respect In the case of a Tax Proceeding for a Straddle Period of a QNX Entity, the Buyers shall have the right to a Contest involving an issue for which both control, at their own expense, such Tax Proceeding; provided, however, that (i) the Buyers shall consult with Parent before taking any FIS Group company and significant action in connection with such Tax Proceeding, (ii) any LPS Group company could Parent shall be liable, both parties may entitled to participate in the Contestsuch Tax Proceeding (along with counsel and other advisors of its choice), (iii) Buyers shall take all actions in connection with such Tax Proceeding that relate to a Pre-Closing Period no differently than any action in connection with such Tax Proceeding that relates to a Post-Closing Period, and in all cases shall treat any such Tax Proceeding as if any and all liability for Taxes resulting therefrom were the Contest may responsibility of Buyers and (iv) the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be controlled unreasonably withheld, conditioned or delayed, to the extent that such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent, provided that party which would bear if such consent is withheld by Parent and Buyers have complied with all their covenants hereunder in relation to such Tax Proceeding, then, notwithstanding any other provision of this Agreement, Parent’s liability for Taxes pursuant to Section 6.2(a) shall include and Parent shall indemnify the burden Buyers and each of their subsidiaries and Affiliates (including the QNX Entities) and hold them harmless from and against the amount of Taxes resulting from such Tax Proceeding that are in excess of the greater portion of the sum of the adjustment and any corresponding adjustments amount that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled would have been due under this Section 6.2 by FIS such settlement or by LPScompromise. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in In the case of a Tax Proceeding involving a QNX Entity (other than any material correspondence Tax Proceeding described in Sections 6.5(b) or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A6.5(c)) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Buyers shall have the right to attendcontrol, at their own expense, such Tax Proceeding, Parent shall not have any meetings right to participate in any such Tax Proceeding and Section 6.5(a) shall not apply to such a Tax Claim; provided, however, that if such Tax Proceeding would reasonably be expected to have an adverse effect on Parent or any of its Affiliates, and only at such time when it becomes readily apparent that such Tax Proceedings would be expected to have such an effect (the “Contest Relevant Time”), (i) the Buyer shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), and (iii) from and after the Contest Relevant Time, the Buyers shall not settle, compromise or abandon any such Tax Authority Proceeding without obtaining the prior written consent of Parent (including meetings with examiners) which consent shall not be unreasonably withheld, conditioned or hearings or proceedings before any judicial authority delayed), to the extent they relate that such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to the deficiency, claim or adjustment result in an adverse effect on Parent that is material. (e) Notwithstanding any other provision, Parent shall have the subject of exclusive right to control in all respects, including as to settlement, any Tax Proceeding relating to any Combined Tax Return, the Buyers shall not have any right to participate in any such ContestTax Proceeding and Section 6.5(a) shall not apply to such a Tax Claim.

Contests. (a1) Except as otherwise provided in Subject to the provisions of this AgreementSection 4.05(f) ------- Stockholders shall have the right, at their own expense, to control, manage and be responsible for any audit, contest, or similar proceeding with respect to Income Taxes for any Taxable year or period ending on or before the respective Filing Party Closing Date and shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree contest in its discretion any such audit, contest or proceeding; provided, however, that (i) Stockholders shall not have the right to control any deficiency, claim such proceeding unless they first acknowledge in writing their obligation to fully indemnify Buyers for the Taxes at issue in the proceeding; (ii) no settlement or adjustment proposed, asserted or assessed in connection with or as a result disposition of any such Contest. The Filing Party’s rights proceeding shall extend be made without Buyers' consent (which consent shall not be unreasonably withheld) if the same reasonably could be expected to affect Buyers' liability for Tax in any matter pertaining to the management and control taxable period or portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, a taxable period ending after the date of execution of this Agreement, in the case of a Contest that relates to a Closing Date; (iii) Buyers and Stockholders shall jointly control any Income Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) proceeding relating to a potential adjustment for which taxable period that begins before, and ends after, the Indemnifying Party has liability Closing Date; and (iiiv) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Buyers shall have the right to attendattend and participate in (but not control) at its own expense, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority proceeding to the extent they relate that it relates to Income Taxes, other than Income Taxes for which the deficiencyCompany filed a Tax Return as part of the consolidated, claim combined, or adjustment that unitary group of which the Stockholders are the common parent. (2) Except for proceedings the control of which is determined pursuant to Section 4.05(f)(1) above, Buyers shall, at their own ------- expense, control, manage and solely be responsible for any audit, contest, claim, proceeding or inquiry with respect to Income Taxes for any Taxable year or period ending after the subject Closing Date, and shall have the exclusive right to settle or contest any such audit, contest, claim, proceeding or inquiry without the consent of such Contestany other party.

Contests. (a) Except as otherwise provided If any Taxing Authority asserts a Tax Claim, then the Party hereto 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 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 thereby. Such notice shall specify in this Agreement, reasonable detail the respective Filing Party basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) The Sellers shall have the right to controlcontrol any audit, examination, contest, and represent the interest litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any FIS Group company Transferred Entity for any taxable period that ends on or any LPS Group company before the Closing Date; provided, however, (i) the Sellers shall defend such Tax Proceeding diligently and in any Contest relating to any Tax Return described good faith as if it were the only party in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed interest in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability Proceeding and (ii) that are required the Purchaser shall be entitled to be dealt with participate in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right such Tax Proceeding at its own expense to control and attend any meetings or conferences with the Contest but only with respect to the latter issuesrelevant Taxing Authority. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in In the case of a Tax Proceeding for a Straddle Period of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authorityTransferred Entity, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attendcontrol such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-controlling Party shall be entitled to participate in such Tax Proceeding at its own expense and attend any meetings or conferences with the relevant Taxing Authority and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Authority Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of the Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” means the Sellers, if the Sellers are reasonably expected to bear the greater Tax liability in connection with the relevant Straddle Period Tax Proceeding, and otherwise Purchaser and “Non-controlling Party” means whichever of the Sellers (including meetings with examinersas a group) or hearings or proceedings before any judicial authority Purchaser is not the Controlling Party with respect to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestStraddle Period Tax Proceeding.

Contests. (a) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to If any Tax Return described in Section 2.2 Authority asserts, proposes or 2.3 of this Agreement (other than recommends a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposedthat, asserted if sustained, could result in Taxes for which the Non-Filing Party is responsible under this Agreement, then upon request by the Non-Filing Party, the Filing Party shall contest, or assessed continue to contest, any such deficiency, claim or adjustment and the Filing Party shall keep the Non-Filing Party informed in a timely manner reasonably in advance of all actions taken or proposed to be taken by the Filing Party in connection with such deficiency, claim or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemadjustment. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party Audit with respect to such any Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”):Item: (i) The Filing Party shall, in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the any deficiency, claim or adjustment that that, if sustained, would result in Taxes for which the Non-Filing Party is the subject of such Contest shall responsible under this Agreement, (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) Filing Party with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Filing Party’s 's reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Filing Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and; (ii) The Filing Party shall provide the Non-Controlling Filing Party with notice reasonably in advance of, and the Non-Controlling Filing Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the such deficiency, claim or adjustment that is adjustment; and (iii) At the Filing Party's reasonable request (or upon the Filing Party's consent to a request by the Non-Filing Party, which consent shall not be unreasonably withheld), the Non-Filing Party shall assume responsibility for (A) contesting and presenting the merits with respect to any such deficiency, claim or adjustment, or (B) resolving, settling or agreeing to any such deficiency, claim or adjustment. Any such request (or consent) by the Filing Party shall be subject to the Non-Filing Party's continued compliance with the conditions of Section 8.4 of this Agreement and to such Contestother conditions as the Filing Party and Non-Filing Party reasonably agree.

Contests. (a) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS FNF Legacy Group company, any FNT Group company or any LPS FIS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s 's rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ ' prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph paragraph, that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS FNT Group company and (ii) any LPS FIS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS FNT or by LPSFIS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “"Controlling Party”"): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “"Non-Controlling Party”") with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s 's reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Purchaser and the Seller shall promptly notify the other Party in writing of any proposed Tax assessment, of the commencement of any Tax audit, administrative or judicial Tax proceeding, or of any other Tax demand or Tax claim with respect to the Acquired Companies or otherwise which, if determined adversely or after the lapse of time, would be reasonably expected to result in: (i) Taxes for which the Seller is reasonably likely to incur an indemnification obligation under Section 9.02 or (ii) a decrease to the Closing Date Payment Amount, as determined in accordance with Section 2.06 (a “Contest”); provided that any failure to provide such notification shall not affect the Seller’s indemnification obligation under this Agreement with respect to such Contest. Such notice shall contain factual information (to the extent known to the applicable Party or any of its Affiliates) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Liability. (b) The Seller shall (or shall cause the Acquired Companies to) control any such Contest with respect to Tax periods ending on or prior to the Closing Date, and the Purchaser shall (or shall cause the Acquired Companies to) control any such Contest with respect to Tax periods ending after the Closing Date; provided, however, that (i) the non-controlling Party shall have the right to control, contest, participate in such Contests and represent attend any meetings or conferences with the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement relevant Taxing Authority at its own expense; (other than a Tax Return described in Section 6.2(bii) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights the controlling Party shall extend to any matter pertaining to provide the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing non-controlling Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in a timely and control the conduct reasonably detailed account of each phase of such Contest. If ; and (iii) the Indemnifying controlling Party does shall not assume the defense of any settle such Contest for a Prewithout first obtaining the non-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ controlling Party’s prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues consent (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to shall not be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liableunreasonably withheld, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issuesconditioned or delayed). (c) With Notwithstanding anything to the contrary in this Agreement, a controlling Party shall have the exclusive right to control, in all respects (and neither the other Party nor any of the other Party’s Affiliates shall be entitled to participate in), any Contest with respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden Tax Return of the greater portion controlling Party or any of the sum its Affiliates that are not Acquired Companies (including any Tax Return of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes a consolidated, combined, unitary, affiliated or other similar group of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSit is a member). (d) The party that is controlling any Contest pursuant Notwithstanding anything to Sections 6.2(b) and (c) the contrary in Section 9.06 of this Agreement (Agreement, this Section 7.03 shall govern the “Controlling Party”): (i) in the case resolution of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except as otherwise provided After the Closing, Parent shall promptly notify the Stockholder in writing of any written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") of Parent or of any of the Company, WW and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this AgreementArticle IX; provided, however, that a failure to give such notice will not affect Parent's right to indemnification under this Article IX except to the extent, if any, that, but for such failure, the respective Filing Party shall Stockholder could have avoided all or a portion of the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company Tax liability in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemquestion. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest an audit or administrative or judicial proceeding that relates to a Tax Return for a Taxable Period beginning periods ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date, the Indemnifying Party Stockholder shall have the right at its expense to participate in and control the conduct of such Contest. If audit or proceeding; Parent also may participate in any such audit or proceeding and, if the Indemnifying Party Stockholder does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Parent may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ days' prior written notice to the Indemnifying Party Stockholder setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that Stockholder would be liable are required to be dealt with in a the same proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee Parent would be liable, the Indemnitee Parent shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to any Tax Claim related to a Contest involving an issue Straddle Period for which both (i) the Stockholder and Parent or the Company, WW or any FIS Group company Subsidiary could be liable, each party may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle based on the principles set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forumSection 9.1(b) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPShereof. (d) The party If as a result of any Tax Claim or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction or credit that is controlling any Contest results in an increase in a Tax liability for which the Stockholder would otherwise be liable pursuant to Sections 6.2(bSection 9.1(a), and such change results in a decrease in the Tax liability of Parent or any affiliate or successor thereof for any taxable year or period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, the Stockholder shall not be liable pursuant to Section 9.1(a) with respect to such increase to the extent of such decrease. If as a result of any Tax Claim or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction or credit that results in an increase in a Tax liability for which Parent would otherwise be liable pursuant to Section 9.1(a), and such change results in a decrease in the Tax liability of the Stockholder or any affiliate or successor thereof for any taxable year or period ending on or before the Closing Date or for the portion of any Straddle Period ending on the Closing Date (cother than by reason of a carryback of losses or deductions), Parent shall not be liable pursuant to Section 9.1(a) with respect to such increase to the extent of this Agreement (the “Controlling Party”):such decrease. (ie) in Neither Parent nor the case of Stockholder shall enter into any material correspondence compromise or filing submitted agree to the settle any Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide Claim which would adversely affect the other party (for such year or a subsequent year without the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates other party, which consent may not be unreasonably withheld. Parent and the Stockholder agree to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filingcooperate, and (C) provide Parent agrees to cause the Non-Controlling Party with a final copy Company, WW and any Subsidiary to cooperate, in the defense against or compromise of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestClaim.

Contests. (a) Except as otherwise provided If any Tax Authority asserts, proposes or recommends a deficiency, claim or adjustment that, if sustained, could lead to a Redetermination that (i) could result in Taxes for which the Non-Filing Party is responsible under this Agreement, (ii) could result in an increased Tax liability for the respective Non-Filing Party for future Tax periods or (iii) could result in a payment obligation for the Non-Filing Party under this Agreement (collectively, "Non-Filing Party Responsible Taxes"), then upon request by the Non-Filing Party, the Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating continue to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) andcontest, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted and the Filing Party shall keep the Non-Filing Party informed in a timely manner reasonably in advance of all actions taken or assessed proposed to be taken by the Filing Party in connection with such deficiency, claim or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemadjustment. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party Audit with respect to such any Tax Return, the Indemnifying Item for which a Redetermination could result in Non-Filing Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution PeriodResponsible Taxes, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues.shall: (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i1) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the such deficiency, claim or adjustment that is the subject of such Contest shall (Ai) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) Filing Party with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (Bii) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authorityauthority and the review and approval by the Filing Party, the Non-Controlling Filing Party’s reasonable 's comments and changes on such draft copy of such correspondence or filing, and (Ciii) provide the Non-Controlling Filing Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and; (ii2) shall provide the Non-Controlling Filing Party with notice reasonably in advance of, and the Non-Controlling Filing Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to such deficiency, claim or adjustment; and (3) at the Filing Party's reasonable request (or upon the Filing Party's consent to a request by the Non-Filing Party, which consent shall not be -38- 40 unreasonably withheld), the Non-Filing Party shall assume responsibility for (i) contesting and presenting the merits with respect to any deficiency, claim or adjustment that is that, if sustained, would result in Non-Filing Party Responsible Taxes, or (ii) resolving, settling or agreeing to any such deficiency, claim or adjustment. Any such request (or consent) by the Filing Party shall be subject to the Non-Filing Party's continued compliance with the conditions of Section 7.4 of this Agreement and to such Contestother conditions as the Filing Party and Non-Filing Party reasonably agree.

Contests. (a) Except as otherwise provided in this AgreementSubject to Section 4, the respective Filing right to control the conduct of any Proceeding shall belong to the Party responsible, pursuant to Sections 3.1 and 3.2, for the filing of the Tax Return to which such Proceeding relates. Notwithstanding the foregoing, CSC shall have the right to control, contest, and represent control the interest conduct of any FIS Group company or any LPS Group company Proceeding if CSC reasonably determines that it could have an indemnification obligation for an adjustment to Tax pursuant to such Proceeding. If the Party not controlling a Proceeding could have an indemnification obligation for an adjustment to Tax pursuant to such Proceeding, such Party shall be entitled to participate in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(bbut not control) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management Proceeding at its own cost and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemexpense. (b) Except as otherwise provided herein, after The Party controlling a Proceeding shall not settle such Proceeding in a manner that would result in an indemnity payment from the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability other Party under this AgreementAgreement or otherwise cause a material adverse tax consequence to the other Party without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that the Party controlling such Proceeding may settle such Proceeding without the consent of an Indemnifying the other Party that is not the Filing so long as such Party with waives its indemnification rights hereunder in respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If Proceeding and agrees to indemnify the Indemnifying other Party does not assume the defense of against any material adverse tax consequence arising from such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect To the extent relevant, the Parties will use commercially reasonable efforts to a Contest involving an issue for which both (i) work with Taxing Authorities to cause any FIS Group company Proceedings to be bifurcated into pre-Distribution Date and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSpost-Distribution Date periods. (d) The party At CSC’s request, Computer Sciences GS will pay its share of Taxes as needed to file a protest or otherwise respond to a Proceeding. (e) CSC and Computer Sciences GS shall negotiate in good faith concerning the waiver of any law firm and advisor conflicts with respect to any law firms or advisors that is controlling were retained by CSC at any Contest time prior to the Effective Time. (f) After the Distribution Date, each Party shall promptly notify the other Party in writing upon receipt of written notice of the commencement of any Proceeding or of any demand or claim upon it, which, if determined adversely, would be grounds for indemnification from such other Party pursuant to Sections 6.2(b) and (c) Section 2.2; provided that failure to provide notice pursuant to this sentence shall not relieve any Party of its obligations pursuant to this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority except to the extent they relate to such Party is actually prejudiced as a result thereof. Each Party shall, on a timely basis, keep the deficiencyother Party informed of all developments in the Proceeding and provide such other Party with copies of all pleadings, claim or adjustment that is the subject of such Contestbriefs, orders, and other correspondence pertaining thereto.

Contests. (a) Except as otherwise provided The right to control the conduct of any Proceeding shall belong to the Party responsible (or whose Affiliate is responsible) under applicable law for the underlying Taxes to which such Proceeding relates; provided, that if the Party not controlling a Proceeding could have an indemnification obligation for an adjustment to Tax resulting from such Proceeding, such Party shall be entitled to participate in (but not control) such Proceeding at its own cost and expense. Notwithstanding anything to the contrary in this AgreementSection 2.3(a), the respective Filing Party (i) BX shall have the right to control, contest, and represent control the interest conduct of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest Proceeding that relates to a Tax Return of any Carbon Party (other than any PJT Entity) for a Taxable Period beginning taxable period that ends on or before the Distribution Date Date, (or ii) if a Proceeding relates to a Tax Return of any item relating thereto or reported thereonCarbon Party for a Straddle Period, BX and Carbon HoldCo shall have joint control over such Proceeding, and neither BX nor Carbon HoldCo shall settle such Proceeding without the other’s consent, (iii) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party BX shall have the right at its expense to participate in control any Proceeding with respect to a Consolidated Tax Return and (iv) if the right to control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only Proceeding with respect to any taxable period that ends on or before the latter issuesDistribution Date, any Straddle Period, or any Stub Taxable Period belongs to Carbon HoldCo or Carbon LP, Carbon HoldCo or Carbon LP shall use reasonable best efforts to defend in such Proceeding any position that relates to the past practices of BX and its Affiliates. (b) After the Distribution Date, each Party shall promptly notify the other Party in writing upon receipt of written notice of the commencement of any Proceeding or of any demand or claim upon it, which, if determined adversely, would be grounds for indemnification from such other Party under this Agreement; provided that failure to provide notice pursuant to this sentence shall not relieve any Party of its obligations pursuant to this Agreement except to the extent such Party is actually prejudiced as a result thereof. Each Party shall, on a timely basis, keep such other Party informed of all developments in any such Proceeding and provide such other Party with copies of all pleadings, briefs, orders, and other correspondence pertaining thereto. (c) With Subject to the provisions of Section 3.8, BX, Carbon HoldCo and Seller Parties shall (and shall cause their respective Subsidiaries to) reasonably cooperate with one another in a timely manner with respect to a Contest involving an issue any Proceeding or of any demand or claim, which, if determined adversely, would be grounds for which both indemnification under this Agreement. BX, Carbon HoldCo and Seller Parties agree that such cooperation shall include making available to the other Party, during normal business hours, all books, records and information, officers and employees (iwithout substantial interruption of employment) necessary or useful in connection with any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periodssuch Proceeding. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding Party requesting or otherwise entitled to any issue that must be decided jointly (includingbooks, without limitationrecords, choice of judicial forum) in situations in which separate issues are otherwise controlled under information, officers or employees pursuant to this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii2.3(c) shall provide the Nonbear all reasonable out-Controlling Party of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with notice reasonably in advance ofproviding such books, and the Non-Controlling Party shall have the right to attendrecords, any meetings with the Tax Authority (including meetings with examiners) information, officers or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestemployees.

Contests. (ai) Except as otherwise provided After the Cut-off Date, Seller and Buyer each shall notify the other party in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving writing within ten (10) Business Days’ prior written notice days of the commencement of any Tax audit or administrative or judicial proceeding affecting the Taxes of any of the Entities that, if determined adversely to the Indemnifying Party setting forth taxpayer (the terms and conditions “Tax Indemnified Party”) or after the lapse of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee time would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue grounds for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled indemnification under this Section 6.2 5.4 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Tax Indemnifying Party” and a “Tax Claim”) with ). Such notice shall contain factual information describing any 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. Failure to give such notification shall not affect the indemnification provided in this Section 5.4 except to the extent the Tax Indemnifying Party shall have been prejudiced as a draft copy of the portion result of such correspondence or filing failure (except that relates the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authoritynotice). Thereafter, the Non-Controlling Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party’s reasonable comments receipt thereof, copies of all relevant notices and changes on such draft copy of such correspondence or filing, and documents (Cincluding court papers) provide received by the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; andTax Indemnified Party. (ii) shall provide In the Noncase of an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any Taxable years or periods ending on or before the Cut-Controlling Party with notice reasonably in advance ofoff Date or any Straddle Period, and the Non-Controlling Party Seller shall have the right right, at its expense, to attendcontrol the conduct of such audit or proceeding; provided, however, that (A) with respect to Straddle Periods, Seller shall keep Buyer reasonably informed with respect to the status of such audit or proceeding and provide Buyer with copies of all written correspondence with respect to such audit or proceeding in a timely manner and (B) if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of the Entities for which Buyer would be liable under this Section 5.6, Buyer may participate in the conduct of such audit or proceeding at its own expense. (iii) In the case of an audit or administrative or judicial proceeding involving any meetings asserted liability for Taxes relating to any Taxable years or periods beginning after the Cut-off Date, Buyer shall have the right, at its expense, to control the conduct of such audit or proceeding. (iv) Buyer and Seller shall reasonably cooperate in connection with any Tax Claim, and such cooperation shall include the provision to the Tax Authority (including meetings with examiners) or hearings or proceedings before Indemnifying Party of records and information which are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestmaterial provided hereunder.

Contests. (a) Except as otherwise provided Notwithstanding anything in this AgreementAgreement to the contrary (including Section 8.4), (i) Buyer agrees to give written notice to HTA Holdings of the respective Filing Party shall have receipt by the right to controlCompany or its Affiliates, contest, and represent the interest Buyer or any of Buyer’s Affiliates of any FIS Group company written notice asserting any claim, or the commencement of any LPS Group company action, in any Contest relating respect of which an indemnity is reasonably expected to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or be sought by Buyer under Article VIII as a result of a breach of a representation or warranty set forth in Section 3.17 or under Section 8.2(d) (a “Tax Indemnity Claim”); provided, that failure to comply with the foregoing shall not release any such Contest. The Filing Party’s rights shall extend to Indemnifying Party from any matter pertaining of its obligations under Article VIII except to the management extent that the Indemnifying Party is materially prejudiced by such failure and control (ii) each of an Audit, including execution of waivers, choice of forum, scheduling of conferences the HTA Holdings Owners and the Charity agree to give written notice to Buyer of the receipt by the HTA Holdings Owners (or their direct or indirect owners or Affiliates) or the Charity, as applicable, of any Action that could reasonably be expected to result in an adjustment to the Tax Adjustment Amount (a “Tax Adjustment Claim,” and together with a Tax Indemnity Claim, a “Tax Claim”); provided, that failure to comply with the foregoing shall not release Buyer from any of its obligations under Section 6.7(e) except to the extent that Buyer is materially prejudiced by such failure. Buyer shall control the contest or resolution of any Tax Item. Indemnity Claim and any matter in any Tax Adjustment Claim that could result in an adjustment to the Tax Adjustment Amount; provided, however, that Buyer shall obtain the prior written consent of HTA Holdings (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before Indemnity Claim) or the Distribution Date HTA Holdings Owners or the Charity, as applicable (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of a Tax Adjustment Claim)) (which consent shall in each case not be unreasonably withheld, conditioned or delayed) before entering into any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits settlement of the deficiency, a claim or adjustment ceasing to defend such claim; and, provided further, that is HTA Holdings (in the subject case of a Tax Indemnity Claim) or the HTA Holdings Owners or the Charity, as applicable (in the case of a Tax Adjustment Claim), shall be entitled to participate in the defense of such Contest shall (A) reasonably in advance claim and to employ counsel of such submissionPerson’s choice for such purpose, but subject to applicable time constraints imposed the fees and expenses of which separate counsel shall be borne solely by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestPerson.

Contests. (a) Except as otherwise provided Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any Tax, or decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the respective Filing Party extent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue in respect of a Pre- Distribution Period and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 4.2(d), Grace-Conn. shall have the right to control, contest, and represent decide as between the interest of parties hereto how any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest Indemnity Issue for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required Taxable Period is to be dealt with and finally resolved with the appropriate taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in a proceeding the settlement of any such Indemnity Issue; provided, however, that also involves separate issues relating Grace-Conn. shall act in good faith in the conduct of such Proceedings and shall keep Grace reasonably informed of any developments which can reasonably be expected to a potential adjustment affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or otherwise resolve any such Indemnity Issue. It is expressly the intention of the parties to this Agreement to take, and the parties shall take, all actions necessary to establish Grace-Conn. as the sole agent for which any Indemnitee would be liableTax purposes of each member of the Affiliated Group, as if Grace-Conn. were the Indemnitee shall have common parent of the right at its expense to control the Contest but only Affiliated Group, with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company all combined, consolidated and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden unitary Tax Returns of the greater portion of Affiliated Group for the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Pre-Distribution Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) parties jointly shall represent the interests of this Agreement (the “Controlling Party”): (i) the Affiliated Group in any Proceeding relating to any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such period without the case consent of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the “Non-Controlling Party”) with a draft copy other party does not consent thereto, the nonconsenting party shall assume control of the portion Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or resolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the course of such correspondence or filing that relates Proceeding shall be borne by the parties in the same ratio as the ratio in which, pursuant to such deficiencythe terms of this Agreement, the parties would share the responsibility for payment of the Taxes asserted by the taxing authority in its claim or adjustmentassessment if such claim or assessment were sustained in its entirety; provided, (B) incorporatehowever, subject to applicable time constraints imposed that in the event that any party hereto retains its own advisors or experts in connection with any Proceeding, the costs and expenses thereof shall be borne solely by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestparty.

Contests. (a) Except as otherwise provided in The following requirements shall apply to any appeal, objection or contest to any tax or assessment permitted to be made by Lessee under this Agreement, Lease: the respective Filing Party shall have the right to control, contest, opposition, or objection must be filed before the tax, assessment, or other charge at which it is directed becomes delinquent and represent written notice of the interest of any FIS Group company contest, opposition, or any LPS Group company in any Contest relating objection must be given to any Tax Return described in Section 2.2 Lessor before the date the tax, assessment, or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) charge becomes delinquent. No such contest, opposition, or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle objection shall be continued or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, maintained after the date the tax, assessment, or other charge at which it is directed becomes delinquent unless Lessee has met one of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues following conditions: (i) relating paid such tax, assessment, or other charge under protest prior to a potential adjustment for which the Indemnifying Party has liability and its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment, or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in a form reasonably acceptable to Lessor in an amount equal to one hundred twenty-five percent (125%) of the amount in controversy (inclusive of fines, interests, penalties, costs, and other expenses that are may have accrued or been imposed thereon) and issued by a surety company authorized to issue undertakings in California, conditioned on the payment by Lessee of the tax, assessment, or charge together with any fines, interest, penalties, costs, and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Lessee’s contest, opposition, or objection to such tax, assessment, or other charge. Lessor shall not be required to join in any proceedings or contest brought by Lessee unless the provisions of any law requires the proceeding or contest be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate brought by or in the Contest, and the Contest may be controlled by that party which would bear the burden name of Lessor or any successor in interest of the greater portion of the sum of the adjustment and any corresponding adjustments Site. In that may reasonably be anticipated for future Taxable Periods. The principle set forth case, Lessor shall join in the immediately preceding sentence proceeding or contest or permit it to be brought in Lessor’s name but such action shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) cost or other liability to Lessor and Lessee agrees to pay to Lessor all costs incurred by Lessor in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSconnection therewith. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. If any claim shall be made against any Indemnified Party or Lessor Party or if any proceeding shall be commenced against any Indemnified Party or Lessor Party (aincluding a written notice of such proceeding) Except for any Tax as otherwise provided in to which there may be an indemnity obligation pursuant to this AgreementSection 5.04 or Section 9.26, the respective Filing such Indemnified Party or Lessor Party shall have promptly (and in any event, within thirty (30) days) notify the right Company in writing (provided that failure to controlso notify the Company within thirty (30) days shall not alter the Indemnified Party's or Lessor Party's rights under this Section 5.04 or Section 9.26, contest, and represent except to the interest extent such failure precludes or materially adversely affects the ability to conduct a contest of any FIS Group company indemnified Taxes) and shall not take any action with respect to such claim, proceeding or any LPS Group company Tax without the written consent of the Company (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Company; provided, however, that in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result the case of any such Contestclaim or proceeding, if such Indemnified Party or Lessor Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Party or Lessor Party shall in such notice to the Company, so inform the Company, and such Indemnified Party or Lessor Party shall not take any action with respect to such claim, proceeding or Tax without the consent of the Company (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Company unless such Indemnified Party or Lessor Party shall be required by law or regulation to take action prior to the end of such 10-day period. The Filing Company shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnified Party or Lessor Party (or such shorter period as the Indemnified Party or Lessor Party has notified the Company is required by law or regulation for the Indemnified Party or Lessor Party to commence such contest), to request in writing that the Indemnified Party or Lessor Party contest the imposition of such Tax, at the Company's sole cost and expense. If (x) such contest can be pursued in the name of the Company and independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party’s rights , (y) such contest must be pursued in the name of such Indemnified Party or Lessor Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party or (z) such Indemnified Party or Lessor Party so requests, then the Company shall extend be permitted to any matter pertaining to control the management and contest of such claim, provided, that by taking control of an Auditthe contest, including execution the Company acknowledges that it is responsible for the Tax ultimately determined to be due by reason of waiverssuch claim, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, further that in the case of a Contest contest described in clause (x), (y) or (z), if such Indemnified Party or Lessor Party reasonably determines in good faith that relates such contest by the Company could have a material adverse impact on the business or operations of such Indemnified Party or Lessor Party and provides a written explanation to a Tax Return the Company of such determination, such Indemnified Party or Lessor Party may elect to control or reassert control of the contest, and provided further, that in determining the application of clauses (x) and (y) of this sentence, such Indemnified Party or Lessor Party shall take any and all reasonable steps to segregate claims for a Taxable Period beginning before any Taxes for which the Distribution Date Company indemnifies hereunder from Taxes for which the Company is not obligated to indemnify hereunder, so that the Company can control the contest of the former. In all other claims requested to be contested by the Company, the Indemnified Party or Lessor Party shall control the contest of such claim and shall conduct such contest in good faith. In no event shall the Company be permitted to contest (or the Indemnified Party or Lessor Party be required to contest) any item relating thereto claim (A) if such Indemnified Party or reported thereonLessor Party provides the Company with a legal opinion of independent counsel that such action, suit or proceeding involves a material risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Property or any part of any thereof unless the Company shall have posted and maintained a bond or other security reasonably satisfactory to the relevant the Indemnified Party or Lessor Party in respect to such risk, (B) if an Event of Default has occurred and is continuing, unless the Company shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party or Lessor Party in respect of the Taxes subject to such claim and any and all expenses for which would give rise the Company is responsible hereunder reasonably foreseeable in connection with the contest of such claim, (C) unless the Company shall have agreed in writing to pay and shall pay to the relevant Indemnified Party or Lessor Party within thirty (30) days of receipt of written demand therefor all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party or Lessor Party may incur in connection with contesting such Tax including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Company shall provide to the Indemnified Party or Lessor Party an Indemnification Liability under this Agreementinterest-free advance in an amount equal to the Tax that the Indemnified Party or Lessor Party is required to pay (with no additional net after-tax costs (including Taxes) to such Indemnified Party or Lessor Party). In addition, for the Indemnified Party or Lessor Party controlled contests and claims contested in the name of an Indemnifying the Indemnified Party or Lessor Party in a public forum, no contest shall be required (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that is not the Filing have been or could be raised in any audit involving such Indemnified Party or Lessor Party with respect to such Tax Returnany period for which there may be an indemnity obligation under this Section 5.04 or Section 9.26) exceeds $75,000 and (B) unless, if requested by the Indemnified Party or Lessor Party, the Indemnifying Party Company shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice provided to the Indemnifying Indemnified Party setting forth or Lessor Party an opinion of independent tax counsel selected by the terms Company and conditions of settlementreasonably acceptable to such Indemnified Party or Lessor Party, that a reasonable basis exists to contest such claim. In the no event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying shall an Indemnified Party has liability and (ii) that are or Lessor Party be required to be dealt appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at other party and its expense to control the Contest but only counsel with respect to the latter issues. contest of such claim for Taxes (cor claim for refund) With but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if the Indemnified Party or Lessor Party is the controlling party and the Company recommends the acceptance of a settlement offer made by the relevant Governmental Authority and the Indemnified Party or Lessor Party rejects such settlement offer, then the amount for which the Company will be required to indemnify the Indemnified Party or Lessor Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party and its counsel reasonably informed as to the progress of the contest, and shall provide the noncontrolling party and its counsel with a Contest involving copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agent or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. The Indemnified Party or Lessor Party shall supply the Company with such information and documents (or relevant portions thereof) reasonably requested by the Company as are necessary or advisable for the Company to participate in any action, suit or proceeding to the extent permitted by this Section 5.04(h) and the Company shall promptly reimburse such Indemnified Party or Lessor Party for the reasonable expenses of supplying such information or documents; provided, however, that the Indemnified Party or Lessor Party shall not be required to provide to the Company copies of its tax returns or any other information, documentation or materials that it deems to be confidential or proprietary. No Indemnified Party or Lessor Party shall enter into any settlement or other compromise or fail to appeal an issue for adverse ruling with respect to any claim which both is entitled to be indemnified under this Section 5.04 or Section 9.26 (and with respect to which contest is required under this Section 5.04(h)) without the prior written consent of the Company (such consent not to be unreasonably withheld), unless the Indemnified Party or Lessor Party waives its right to be indemnified under this Section 5.04 or Section 9.26 with respect to such claim. Notwithstanding anything contained herein to the contrary, the Indemnified Party or Lessor Party will not be required to contest (and the Company shall not be permitted to contest) a claim with respect to the imposition of any Tax if (i) the Indemnified Party or Lessor Party shall waive its right to indemnification under this Section 5.04 or Section 9.26 with respect to such claim (and any FIS Group company and claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such waiver) or (ii) any LPS Group company could be liablesuch Tax is the sole result of a claim of a continuing and consistent nature, both parties may participate which claim has previously been resolved against the relevant Indemnified Party or Lessor Party (unless a change in the Contest, Law or facts has occurred since such prior adverse resolution and the Contest may be controlled by Company provides an opinion of independent tax counsel reasonably acceptable to the Indemnified Party or Lessor Party to the effect that party which would bear the burden it is more likely than not that such change in Law or facts will result in a favorable resolution of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSclaim at issue). (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except as otherwise provided Zhone and CAG, on the one hand, and Principal Shareholder on the other hand, shall give notice to the other party of any pending or threatened audits, adjustments or assessments ("Tax Audit") which may affect the liability for Taxes of such other party. (i) If such Tax Audit relates to any taxable period ending on or before the Closing Date or to or to any Taxes for which the Principal Shareholder is liable in this Agreementfull hereunder, the respective Filing Party Principal Shareholder shall at its expense control the defense and settlement of such Tax Audit. If such Tax Audit relates to any taxable period beginning after the Closing Date or to any Taxes for which Zhone is liable in full hereunder, Zhone shall at its expense control the defense and settlement of such Tax Audit. If such Tax Audit relates to Taxes for which both the Principal Shareholder and Zhone are liable hereunder, to the extent possible such Taxes will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable. (ii) If such Tax Audit relates to a taxable period, or portion thereof beginning before and ending after the Closing Date and any tax item cannot be identified as being a liability of only one party or cannot be separated from a tax item for which the other party is liable, the party which has the greater potential liability for those tax items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the Tax Return. Any party whose liability for Taxes may be directly affected by a Tax Audit shall be entitled to participate at its expense in such defense and to employ counsel of its choice at its expense and shall have the right to control, contest, and represent the interest of approve any FIS Group company settlement or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct compromise of such Contest. If the Indemnifying Party does liability, which approval shall not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issuesunreasonably withheld. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. After the Closing Date, the Parties shall notify each other in writing within ten (10) Business Days of receipt of any notice of the commencement of any Tax audit or administrative or judicial Tax proceeding relating to the Taxes of the Company in respect of Pre-Closing Tax Periods or Straddle Periods (“Pre-Closing Tax Proceedings”), the outcome of which may affect the Tax Liabilities or indemnification obligations under this Agreement of another Party. Such notice shall include copies of any notice or other document received from any Governmental Authority in respect of such audit or other proceeding. Any failure to so notify the other Party of any such Pre-Closing Tax Proceeding shall not relieve such other Party of any liability with respect to such Pre-Closing Tax Proceedings except to the extent such Party was actually prejudiced as a result thereof. The Member Representative shall control the conduct, defense and settlement of any Pre-Closing Tax Proceeding solely to the extent the Company Members would be liable for any assessment. Parent shall control the defense and settlement of any other Pre-Closing Tax Proceeding. In all cases, the Party in control of such Pre-Closing Tax Proceeding shall keep the non-controlling Party informed of any proceedings, events, and developments relating to or in connection with such Pre-Closing Tax Proceeding and the non-controlling Party shall be entitled to receive copies of all substantive correspondence and documents relating to such audit or other proceeding. If the resolution of any Pre-Closing Tax Proceeding would be grounds for indemnification under this Agreement by the Party not in control of the conduct of such audit or other proceeding or otherwise adversely affect the Tax Liability of such non-controlling Party: (a) Except as otherwise provided in this Agreementthe controlling Party shall consult with the non-controlling Party and shall not enter into any settlement with respect to any such Pre-Closing Tax Proceeding without the non-controlling Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and (b) at its own cost and expense, the respective Filing non-controlling Party shall have the right to participate (but not control, contest, and represent the interest of any FIS Group company or any LPS Group company ) in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlementClosing Tax Proceeding. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under conflict between this Section 6.2 by FIS or by LPS10.5 and Section 9.5(b), this Section 10.5 shall control. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (ai) Except as otherwise provided in this AgreementAfter the Closing, Liberty and its Affiliates, on the respective Filing Party shall have the right to control, contestone hand, and represent OneBeacon, on the interest other hand, shall promptly notify the other parties in writing of any FIS Group company written notice of a proposed assessment or any LPS Group company claim in any Contest relating an audit or administrative or judicial proceeding which, if determined adversely to any Tax Return described in the taxpayer, would be grounds for indemnification by such other parties under this Section 2.2 or 2.3 8.05; provided, however, that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, if any, such failure results in a detriment to the indemnifying party. (other than a Tax Return described ii) In the case of an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the Closing Date, provided that OneBeacon acknowledges in Section 6.2(b) or (c) writing its liability under this Agreement to hold Liberty and its Affiliates harmless against the full amount of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or which may be made as a result of any such Contest. The Filing Party’s rights shall extend audit or proceeding that relates to any matter pertaining to taxable periods ending on or before the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Closing Date (b) Except as otherwise provided herein, after the date of execution of this Agreementor, in the case of a Contest any taxable period that relates includes the Closing Date, against an adjustment allocable under Section 8.05(a) to a Tax Return for a Taxable Period beginning the portion of such period ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementClosing Date), of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party OneBeacon shall have the right at its expense to participate in and control the conduct of such Contest. If audit or proceeding but only to the Indemnifying Party extent that such audit or proceeding relates solely to a potential adjustment for which OneBeacon has acknowledged its liability; Liberty and its Affiliates also may participate in any such audit or proceeding and, if OneBeacon does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Liberty and its Affiliates may defend the same in such manner as it they may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days' prior written notice to the Indemnifying Party OneBeacon setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party OneBeacon has acknowledged its liability and (ii) that are required to be dealt with in a the same proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee Liberty and its Affiliates would be liable, the Indemnitee Liberty and its Affiliates shall have the right right, at its expense their expense, to control the Contest but only audit or proceeding with respect to the latter issues. (ciii) With respect to issues relating to a Contest involving an issue potential adjustment for which both OneBeacon (ias evidenced by its acknowledgment under this Section 8.05) any FIS Group company and (ii) any LPS Group company Liberty and its Affiliates could be liable, both (A) each of the parties may participate in the Contestaudit or proceeding, and (B) the Contest may audit or proceeding shall be controlled by that party those parties which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periodstaxable periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 8.05 by FIS or by LPSboth Liberty and its Affiliates and OneBeacon. (div) The party that is controlling Neither Liberty and its Affiliates nor OneBeacon shall enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) any Tax audit or proceeding which would adversely affect the other parties for such year or a subsequent year without the written consent of the other parties, which consent may not be unreasonably withheld. Liberty and (c) of this Agreement (the “Controlling Party”): (i) its Affiliates 49 and OneBeacon agree to cooperate in the case defense against or compromise of any material correspondence claim in any audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (ai) Except as otherwise After the Cut-off Date, Seller and Buyer each shall notify the other party in writing within ten (10) days of the commencement of any Tax audit or administrative or judicial proceeding affecting the Taxes of any of the Entities that, if determined adversely to the taxpayer (the "Tax Indemnified Party") or after the lapse of time would be grounds for indemnification under this Section 5.4 by the other party (the "Tax Indemnifying Party" and a "Tax Claim"). Such notice shall contain factual information describing any 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. Failure to give such notification shall not affect the indemnification provided in this Agreement, Section 5.4 except to the respective Filing extent the Tax Indemnifying Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or been prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such Contestnotice). The Filing Party’s rights Thereafter, the Tax Indemnified Party shall extend to any matter pertaining deliver to the management Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all relevant notices and control of an Audit, documents (including execution of waivers, choice of forum, scheduling of conferences and court papers) received by the resolution of any Tax ItemIndemnified Party. (bii) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to a Tax Return for a any Taxable Period beginning years or periods ending on or before the Distribution Cut-off Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementStraddle Period, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Seller shall have the right right, at its expense expense, to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding; provided, the Filing Party may defend the same in such manner as it may deem appropriatehowever, includingthat (A) with respect to Straddle Periods, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee Seller shall have the right at its expense to control the Contest but only keep Buyer reasonably informed with respect to the latter issues. (c) With status of such audit or proceeding and provide Buyer with copies of all written correspondence with respect to such audit or proceeding in a Contest involving an issue timely manner and (B) if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of the Entities for which both (i) any FIS Group company and (ii) any LPS Group company could Buyer would be liableliable under this Section 5.6, both parties Buyer may participate in the Contest, and the Contest may be controlled by that party which would bear the burden conduct of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS such audit or by LPSproceeding at its own expense. (diii) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in In the case of an audit or administrative or judicial proceeding involving any material correspondence asserted liability for Taxes relating to any Taxable years or filing submitted periods beginning after the Cut-off Date, Buyer shall have the right, at its expense, to control the conduct of such audit or proceeding. (iv) Buyer and Seller shall reasonably cooperate in connection with any Tax Claim, and such cooperation shall include the provision to the Tax Authority or any judicial authority that relates Indemnifying Party of records and information which are reasonably relevant to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, Claim and making employees available on a mutually convenient basis to provide the other party (the “Non-Controlling Party”) with a draft copy additional information and explanation of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestmaterial provided hereunder.

Contests. (ai) Except as otherwise provided After the Closing Date, Buyer and Sellers each shall notify the other party in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving writing within ten (10) Business Days’ prior written days of notice of (or, if there is no such notice, the commencement of) any Tax audit or administrative or judicial proceeding affecting the Taxes of the Acquired Companies, Sellers, Buyer or their respective Affiliates (a “Tax Audit”) the resolution of which would reasonably be expected to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of result in a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment material increase in Tax liability for which the Indemnifying Party has liability other party would be liable under the terms of this Agreement. Such notice shall contain factual information describing any asserted Tax liabilities 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 liabilities. (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment In the case of any Tax Audit (or, if separable, any portion thereof) solely involving Taxes for which any Indemnitee would be liable, one party is liable under the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) terms of this Agreement or otherwise, such party (the “Controlling Party”): (i) in shall have the case of any material correspondence or filing submitted right, at its expense, to control the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject conduct of such Contest shall Tax Audit (A) reasonably in advance of such submissionor, but subject to applicable time constraints imposed by such Tax Authority or judicial authorityif separable, provide any portion thereof); provided, however, that the other party (the “Non-Controlling Participating Party”) with a draft copy shall have the right, at its expense, to participate in any such Tax Audit (or portion thereof) to the extent that its resolution would reasonably be expected to result in an increase in Tax liability for which the Participating Party is liable under the terms of this Agreement or otherwise. In the event that either party exercises its right to participate in any Tax Audit (or portion thereof), as described above, the Controlling Party shall not settle such Tax Audit (or portion thereof) without the prior written consent of the Participating Party, which consent shall not be unreasonably withheld, provided, however, that the Controlling Party shall be entitled to settle any portion of such correspondence Tax Audit so long as (a) such portion is separable from the remainder of the Tax Audit and (b) such resolution would not reasonably be expected to result in an increase in Tax liability for which the Participating Party is liable under the terms of this Agreement or filing that relates to such deficiencyotherwise. (iii) In the case of any Tax Audit (or portion thereof) not described in clause (ii), claim the party in whose name, or adjustmentin the name of whose Affiliate(s), (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Audit is being contested shall have the right right, at its expense, to attend, any meetings with control the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject conduct of such ContestTax Audit (or portion thereof); provided, however, that such party shall not settle such Tax Audit (or portion thereof) without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Contests. (ai) Except as otherwise provided Purchaser shall notify SALD in this Agreementwriting promptly (and in any event within no more than 10 Business Days) upon receipt by Purchaser, any of its Affiliates or the respective Filing Transferred Subsidiaries of notice of any pending or threatened Federal, state, local or non-U.S. income or franchise tax audits or assessments or notification of any claim for taxation which may materially affect the Tax liabilities of the Transferred Subsidiaries for which SALD or the Entity Sellers would be required to indemnify a Purchaser Indemnified Party pursuant to Section 8.4; provided, however, that a failure to give such notice shall not affect such Purchaser Indemnified Party's rights to indemnification thereunder, except to the extent, if any, that, but for such failure, SALD or the Entity Sellers could have avoided or reduced the Tax liability in question. SALD shall have the right to control, contestand in that connection, and represent shall be empowered by Purchaser with the interest necessary authority for, the conduct of any FIS Group company audit, or the prosecution or defense of any LPS Group company in any Contest such audit or claim or administrative or judicial proceeding relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement Pre-Closing Period (other than a Tax Return described an Interim Period (as defined in Section 6.2(b8.4(a)), the treatment of which is discussed in Section 5.6(b)(ii)), and to employ counsel of its own choosing and at its expense. Notwithstanding the foregoing, SALD may not settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser or the Transferred Subsidiaries for any period after the Closing Date (including, but not limited to, 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 any amortization or depreciation deductions, the reduction of loss or credit carryforwards or the denial or reduction of any credit or similar item) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or (c) delayed. As of this Agreement) and, subject to Section 6.4(b) the date of this Agreement, Purchaser and its representatives shall be entitled, at the expense of Purchaser, to resolveparticipate in any such audit, settle or agree to any deficiency, claim the prosecution or adjustment proposed, asserted or assessed in connection with or as a result defense of any such Contest. The Filing Party’s rights shall extend to any matter pertaining audit or claim or administrative or judicial proceeding (including, but not limited to the management and control audits of an Poloco, S.A. currently being conducted by the French taxing authorities (the "French Tax Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest")). If the Indemnifying Party SALD does not assume the responsibility for the conduct or defense of any such Contest for a Pre-Distribution Periodaudit or claim or proceeding promptly (and in any event within no more than 10 Business Days), Purchaser (or its representatives) may, at SALD's reasonable expense and without any effect on the Filing rights of any Purchaser Indemnified Party may to indemnification under Section 8.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issuesaudit or proceeding. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) SALD shall provide be entitled, at the Non-Controlling Party with notice reasonably sole expense of SALD, to participate in advance ofthe prosecution or the defense of any claim for Taxes for an Interim Period which may be subject to indemnification pursuant to Section 8.4, provided, however, that, notwithstanding the foregoing, SALD shall not be entitled to settle or otherwise compromise, either administratively or after the commencement of litigation, any such Tax claim without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) if the settlement or compromise would result in any additional liability for Taxes of Purchaser or the Transferred Subsidiaries for such Interim Period or any period after the Closing Date (including, but not limited to, 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 any amortization or depreciation deductions, the reduction of loss or credit carryforwards or the denial or reduction of any credit or similar item) which would not be fully indemnified by SALD and the Non-Controlling Party Entity Sellers under Section 8.4. Purchaser and the Transferred Subsidiaries shall have not agree to settle any Tax claim for the right portion of the year or period ending on the Closing Date which may be subject to attendindemnification by SALD or the Entity Sellers under Section 8.4 without the prior written consent of SALD, which consent shall not be unreasonably withheld or delayed. Except as otherwise provided in Section 5.6(a) and this Section 5.6(b), Purchaser shall control at its own expense any meetings with the Tax Authority (including meetings with examiners) or hearings or and all audit, administrative and judicial proceedings before any judicial authority related to the extent they relate to Taxes of the deficiency, claim or adjustment that is the subject of such ContestTransferred Subsidiaries.

Contests. (a) Except as otherwise provided If a claim shall be made by any Taxing -------- Authority that, if successful, would result in the indemnification of a party (the "Tax Indemnified Party") under this AgreementArticle VII, the respective Filing Tax Indemnified Party --------------------- shall have promptly notify the party (the "Tax Indemnifying Party") obligated under ---------------------- this Article VII to indemnify the Tax Indemnified Party in writing of such fact; provided, however, that a failure to give such notice shall not affect the Tax -------- ------- Indemnified Party's right to controlindemnification under this Article VII except to the extent, contestif any, that, but for such failure, the Tax Indemnifying Party could have avoided all or a portion of the Tax Liability in question. Such notice shall contain factual information (to the extent known to the Tax Indemnified Party) describing the asserted Tax Liability in reasonable detail and represent the interest shall include copies of any FIS Group company notice or other document received from any LPS Group company Taxing Authority in respect of such asserted Tax Liability. If a request is made by any Contest relating Taxing Authority to interview, depose or otherwise question any employee of or service provider to the Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection Indemnified Party with or as a result of any such Contest. The Filing Party’s rights shall extend respect to any matter pertaining subject to the management and control of an Auditindemnification under Article VII, including execution of waiverswithout limitation any summons or subpoena (collectively "Interview"), choice of forumthen the Tax Indemnified Party shall notify and consult with the Tax Indemnifying Party before consenting to any such Interview, scheduling of conferences and take such actions with respect to such Interview request as the resolution of any Tax ItemIndemnifying Party reasonably requests. (b) Except as otherwise provided hereinThe Tax Indemnifying Party shall determine the method of any contest of any claim under Section 7.04(a) and shall control the conduct thereof; provided, after however, that the date Tax Indemnifying Party shall permit the Tax -------- ------- Indemnified Party to consult, at its own expense, with the Tax Indemnifying Party in such defense through counsel chosen by the Tax Indemnified Party. If the contest or appeal of execution such claim requires that all or a portion of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date contested Taxes (or any item relating thereto a bond in respect thereof) be paid as a jurisdictional prerequisite, the Tax Indemnifying Party shall advance to the Tax Indemnified Party the amount of such Taxes or reported thereon) which would give rise to an Indemnification Liability fee for such bond (but in no event shall the amount of such advance exceed the Tax Indemnifying Party's liability under this Agreement, of an ). The Tax Indemnified Party shall take such action in connection with contesting such claim as the Tax Indemnifying Party shall request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided, however, that the Tax Indemnified -------- ------- Party shall not be required to take any such action unless, within 30 calendar days after delivery of the notice required by Section 7.04(a) to the Tax Indemnifying Party (or such earlier date that any payment of Taxes is due by the Tax Indemnified Party but in no event earlier than ten calendar days after the Tax Indemnifying Party's receipt of such notice), the Tax Indemnifying Party requests that such claim be contested and agrees to pay to the Tax Indemnified Party any and all reasonable out-of-pocket costs and expenses incurred by the Tax Indemnified Party in connection with contesting such claim, including, without limitation, the reasonable fees of outside advisors, attorneys and accountants. The Tax Indemnified Party shall not be required to make any payment of such claim for at least 30 calendar days (or such shorter period as may be required by applicable Law) after the Filing delivery of the notice required by this subsection, shall give to the Tax Indemnifying Party any information reasonably requested by the Tax Indemnifying Party relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in order to contest effectively any such claim. Notwithstanding the provisions of this Section 7.04(b) the Tax Indemnifying Party shall not settle any claim or take any other action if, as a result of such action, the Taxes payable by Purchaser for a taxable period not covered by the indemnity pursuant to Section 7.01(a) would be materially increased and such increase would create a permanent difference in Purchaser's aggregate Tax Liability for taxable periods after the Closing Date taking into account any deductions or other Tax benefits related to the matters settled. (c) Subject to the provisions of Section 7.04(b), the Tax Indemnified Party shall enter into a settlement of such contest with the applicable Taxing Authority or prosecute such contest to a determination in a court, all as the Tax Indemnifying Party may request. (d) Promptly after the extent of the liability of the Tax Indemnified Party with respect to such Tax Returna claim shall be established by the final judgment or decree of a court or a final and binding settlement with a Taxing Authority having jurisdiction thereof, the Tax Indemnifying Party shall have pay, subject to Sections 9.02(b), 9.03(b) and 9.03(d), to the right at its expense to participate in and control Tax Indemnified Party the conduct of such Contest. If the Indemnifying Party does not assume the defense amount of any such Contest for a Pre-Distribution Period, Taxes to which the Filing Tax Indemnified Party may defend become entitled by reason of the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten provisions of this Section 7.04. (10e) Business Days’ prior written notice Notwithstanding anything to the Indemnifying contrary in this Article VII, any interest, penalties, fines, assessments or additions to any Tax resulting from or attributable to the failure of the Tax Indemnified Party setting forth to act in a timely manner, including in filing Tax Returns, responding to Tax audits or other inquiries or making payments, shall not be indemnifiable hereunder and shall be the terms and conditions sole responsibility of settlementthe Tax Indemnified Party. (f) The indemnification provided in this Article VII shall be the sole remedy for any claim in respect of Taxes. In the event of a Contest covered by conflict between the first sentence provisions of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment Article VII and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) other provisions of this Agreement (the “Controlling Party”): (iexcept for Sections 9.02(b), 9.03(b) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authorityand 9.03(d)), the Non-Controlling Party’s reasonable comments and changes on such draft copy provisions of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) this Article VII shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestcontrol.

Contests. (a1) Except as otherwise provided in Subject to the provisions of this AgreementSection 4.05(f), the respective Filing Party Stockholders shall have the right, at their own expense, to control, manage and be responsible for any audit, contest, or similar proceeding with respect to Taxes for any Taxable year or period ending on or before the Closing Date and shall have the right to controlsettle or contest in their discretion any such audit, contestcontest or proceeding; provided, and represent however, that (i) the interest Stockholders shall not have the right to control any such proceeding unless they first acknowledge in writing their obligation to fully indemnify Buyers for the Taxes at issue in the proceeding; (ii) no settlement or disposition of any FIS Group company such proceeding or any LPS Group company in any Contest relating to any Tax Return a proceeding described in Section 2.2 or 2.3 of this Agreement clause (other than a Tax Return described in Section 6.2(b) or (ciii) of this Agreementparagraph shall be made by one party without the other party's consent (which consent shall not be unreasonably withheld or delayed) and, subject if the same reasonably could be expected to affect either Buyers' liability for Tax in any taxable period or portion of a taxable period ending after the Closing Date or the Stockholders' liability under Section 6.4(b4.05(a); and (iii) of this Agreement, to resolve, settle Buyers or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights the Stockholders shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) proceeding relating to a potential adjustment for which the Indemnifying Party has liability taxable period that begins before, and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liableends after, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for Closing Date based upon which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPSTax. (d2) The party that Except for proceedings the control of which is controlling any Contest determined pursuant to Sections 6.2(bSection 4.05(f)(1) above, Buyers shall, at their own expense, control, manage and (c) of this Agreement (solely be responsible for any audit, contest, claim, proceeding or inquiry with respect to Income Taxes for any Taxable year or period beginning after the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filingClosing Date, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the exclusive right to attendsettle or contest any such audit, any meetings with contest, claim, proceeding or inquiry without the Tax Authority (including meetings with examiners) consent of the Stockholders unless such settlement or hearings or proceedings before any judicial authority to contest could result in a liability by the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestStockholders under this Agreement.

Contests. (a) Except as otherwise provided After the Closing Date, Buyer shall notify Seller in this Agreement, writing of the respective Filing Party shall have proposed assessment or the right to control, contest, and represent the interest commencement of any FIS Group company Tax audit or administrative or judicial proceeding or of any LPS Group company demand or claim on Buyer and its Affiliates or the Company which, if determined adversely to the taxpayer, could reasonably likely be grounds for indemnification by Seller under Section 12.1(a) or result in any Contest relating an adjustment to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described position or Tax liability that would have an adverse effect on Seller. Such notice shall contain factual information (to the extent known to Buyer and its Affiliates or the Company) describing the asserted Tax liability in Section 6.2(b) reasonable detail and shall include copies of any notice or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to other document received from any deficiency, claim or adjustment proposed, asserted or assessed Taxing Authority in connection with or as a result respect of any such Contest. The Filing Party’s rights asserted Tax liability, and Buyer shall extend continue to cooperate with Seller and provide Seller with any matter pertaining additional information related thereto as it becomes available to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax ItemBuyer or its Affiliates. (b) Except as otherwise In the case of a Tax audit, contest, inquiry, investigation, or administrative or judicial proceeding (a “Contest”) that involves a Pre-Closing Tax Period, Seller shall have the sole right, at its expense, to control the conduct of such Contest, provided herein, after the date of execution of this Agreementthat, in the event that any such proceeding is reasonably likely to result in an adjustment to Tax that would have an adverse effect on Buyer or any of its Affiliates, (i) Seller shall permit Buyer to participate in the proceeding to the extent the adjustment may affect the Tax liability of Buyer or any of its Affiliates for a period ending after the Closing Date and (ii) such Contest shall not be settled or otherwise compromised without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (c) In case of a Contest that relates to a Tax Return for a Taxable Period beginning before Straddle Period, the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party party that is not liable for the Filing Party with respect issue pursuant to such Tax Return, the Indemnifying Party terms of Section 12.1 shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such the Contest but shall reasonably cooperate and communicate with the other party; provided, however, that if the Contest involves issues relating to potential adjustments or assessments for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten which both Seller (10) Business Days’ prior written notice pursuant to the Indemnifying Party setting forth terms of Section 12.1) and Buyer or the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues Company could be liable, (i) relating to a potential adjustment for which each party may participate in the Indemnifying Party has liability Contest and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may shall be controlled by the party that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments such party shall reasonably cooperate and communicate with the other party; provided, however, that may reasonably no such Contest shall be anticipated for future Taxable Periods. The principle set forth in settled or compromised without the immediately preceding sentence shall govern also for purposes written consent of deciding any issue that must the party not controlling the defense of such Contest, such consent to not be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS unreasonably withheld or by LPSdelayed. (d) The party that is controlling With respect to any Contest pursuant to Sections 6.2(bnot addressed in clauses (b) and (c) above and subject to clause (e), Buyer shall have the sole right, at its expense, to control the conduct of this Agreement (such Contest, provided that, in the “Controlling Party”): event that any such proceeding is reasonably likely to result in an adjustment to Tax that would have an adverse effect on Seller or any of its Affiliates and such proceeding relates solely to a matter that involves only the Company, (i) Buyer shall permit Seller to participate in the case of any material correspondence or filing submitted proceeding to the extent the adjustment may affect the Tax Authority liability of Seller or any judicial authority that relates to of its Affiliates for a period ending on the merits of the deficiency, claim or adjustment that is the subject of Closing Date and (ii) such Contest shall (A) reasonably in advance not be settled or otherwise compromised without the prior written consent of such submissionSeller, but subject to applicable time constraints imposed by such Tax Authority which consent shall not be unreasonably withheld or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestdelayed.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Party Purchaser shall have promptly notify the Sellers in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or any of the Company and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VIII; provided, however, that the failure to give such notice will not affect the Purchaser’s right to controlindemnification under this Article VIII, contest, and represent unless the interest Sellers’ contesting of any FIS Group company such assessment or any LPS Group company in any Contest relating claim would be materially prejudiced by the Purchaser’s failure to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any promptly give such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemnotice. (b) Except as otherwise In the case of an audit or administrative or judicial proceeding that relates to Pre-Closing Periods, provided hereinthat, after and only to the date of execution of extent that, the Sellers acknowledge in writing their liability under this AgreementAgreement to hold the Purchaser, the Company and the Subsidiaries harmless against (i) in the case of a Contest such audit or proceeding that relates to Pre-Closing Periods, the full amount of any adjustment which may be made as a Tax Return for result of such audit or proceeding that relates to such Pre-Closing Periods other than to the extent of Straddle Periods included in such Pre-Closing Periods, and (ii) in the case of such audit or proceeding that relates to Pre-Closing Periods but only to the extent any such period includes a Taxable Straddle Period, an adjustment ultimately determined as allocable under Section 8.01(b) to the portion of such Straddle Period beginning ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date), the Indemnifying Party Sellers shall have the right at its their expense to participate in and control the conduct of such Contest. If audit or proceeding; the Indemnifying Party does Purchaser also may participate in any such audit or proceeding and, if the Sellers do not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, including settling such Contest audit or proceeding after giving ten (10) Business Days’ five days prior written notice to the Indemnifying Party Sellers setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has Sellers have acknowledged their liability and (ii) that are required to be dealt with contested in a the same audit or proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee the Purchaser would be liable, the Indemnitee Purchaser shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a Contest involving an issue potential adjustment for which both the Sellers (as evidenced by their written acknowledgement under this Section 8.04) and the Purchaser or the Company or any Subsidiary could be liable, (i) any FIS Group company both the Sellers and the Purchaser may participate in the audit or proceeding and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periodstaxable periods. The principle set forth in the immediately preceding sentence this Section 8.04(c) also shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article VIII by FIS or by LPSthe Purchaser and the Sellers. (d) The party With respect to any Tax audit or proceeding for a taxable period that is controlling begins before the Closing Date, neither the Purchaser nor the Sellers shall enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence such audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide proceeding which would adversely affect the other party (for such taxable period or a subsequent taxable period without the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates other party, which consent may not be unreasonably withheld. The Purchaser and the Sellers agree to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance ofcooperate, and the Non-Controlling Party shall have Purchaser agrees to cause the right Company and the Subsidiaries to attendcooperate, in the defense against or compromise of any meetings with the Tax Authority (including meetings with examiners) claim in any such audit or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided in Section 6.16.3.1 After the Closing, each party shall promptly notify the other party of any demand, claim or notice of the commencement of a Tax Proceeding received with respect to Taxes for which OpCo or Buyer is liable pursuant to this Agreement; provided, however, that a party’s failure to give such notice will not affect the respective Filing Party other party’s rights to indemnification under Section 9.8 except to the extent that the other party is materially prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Entity or any other Person in respect of any such asserted Tax liability. Section 6.16.3.2 At OpCo’s request and expense, Buyer shall contest (or cause to be contested) any asserted Pre-Closing Tax Period Tax liability for which OpCo may have an indemnity obligation under Section 9.8. If OpCo so elects, and acknowledges in writing its ability and obligation to indemnify the Parent Indemnified Parties for the Pre-Closing Tax Period Tax in question, OpCo shall control the conduct, through counsel of its own choosing and at its own expense, of any Tax Proceeding involving any asserted Pre-Closing Tax Period Tax liability with respect to the Company and/or its Subsidiaries relating to Pre-Closing Tax Period Taxes for which OpCo is exclusively liable pursuant to Section 9.8; provided that Buyer and its Affiliates shall have the right to controlparticipate in such Tax Proceeding, contestincluding through counsel of their choosing, and represent the interest at their own expense. OpCo shall keep Buyer fully informed on a timely basis of any FIS Group company or any LPS Group company in any Contest all matters relating to any Tax Return described Proceeding controlled by OpCo hereunder. OpCo shall not accept any proposed adjustment or enter into any settlement or agreement in Section 2.2 compromise regarding any Tax Proceeding controlled by OpCo without the consent of Buyer, which consent shall not be unreasonably withheld or 2.3 of this Agreement (delayed. Notwithstanding any other than a Tax Return described provision in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights Buyer shall extend to any matter pertaining to control the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution conduct of any Tax ItemProceeding which may materially adversely affect any Parent Indemnified Party (after taking into account OpCo’s indemnification obligations); provided, that Buyer shall not accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Tax Proceeding controlled by Buyer for which OpCo may have an indemnity obligation without the consent of OpCo (not to be unreasonably withheld or delayed), and, if the Tax Proceeding relates to a Pre-Closing Tax Period or Straddle Period, OpCo shall have the right to participate in any such proceeding at its own expense. Buyer shall keep OpCo fully informed on a timely basis of all matters relating to any Tax Proceeding controlled by Buyer hereunder. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in Section 6.16.3.3 In the case of a Contest Tax Proceeding that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementStraddle Period, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Buyer shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, includingTax Proceeding, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party OpCo shall have the right to attendparticipate in such Tax Proceeding at its own expense if OpCo first acknowledges in writing its ability and obligation to indemnify the Parent Indemnified Parties for the portion of the Tax in question that relates to the portion of the Straddle Period ending on or before the Closing Date; provided, that Buyer shall not accept any meetings proposed adjustment or enter into any settlement or agreement in compromise regarding any such Tax Proceeding OpCo’s prior written consent (such consent not to be unreasonably withheld or delayed). Buyer shall keep OpCo fully informed on a timely basis of all matters relating to any Tax Proceeding controlled by Buyer hereunder. Section 6.16.3.4 Payment by OpCo of any amount due under Section 9.8 shall be made within ten (10) days following written notice by Buyer that payment of such amounts to the appropriate Governmental Entity or other applicable third party is due; provided that OpCo shall not be required to make any payment earlier than ten (10) days before it is due to the appropriate Governmental Entity or applicable third party. Payment by Buyer of any amount due under Section 9.8 shall be made within ten (10) days following written notice by OpCo that payment of such amounts to the appropriate Governmental Entity or other applicable third party is due; provided that Buyer shall not be required to make any payment earlier than ten (10) days before it is due to the appropriate Governmental Entity or applicable third party. In the case of a Tax that is contested in accordance with the provisions of this Section 6.16.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Governmental Entity. For this purpose, a “final determination” shall mean a settlement, compromise, or other agreement with the relevant Governmental Entity, a deficiency notice with respect to which the period for filing a petition with the Tax Authority (including meetings with examiners) court or hearings the relevant state, local or proceedings before foreign tribunal has expired or a decision of any judicial authority to the extent they relate to the deficiency, claim or adjustment court of competent jurisdiction that is not subject to appeal or as to which the subject of such Contesttime for appeal has expired.

Contests. (a) Except as otherwise provided in this AgreementIn the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, the respective Filing Party Seller shall have the right to controlright, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense expense, to participate in and control the conduct of such Contestaudit or proceeding but only to the extent that such audit or proceeding relates solely to a potential adjustment for which Seller has acknowledged Seller's liability and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Closing Date. Seller shall keep Purchaser fully informed of the progress of any such audit or proceeding and, if it appears in the sole discretion of Purchaser, that such audit or proceeding may adversely affect Purchaser or a Division Subsidiary, Purchaser also may participate in any such audit or proceeding. If the Indemnifying Party Seller does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding promptly, the Filing Party Purchaser may defend and settle the same (for Seller's account) in such reasonable manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of that a Contest covered by potential adjustment as to which Seller would be liable is present in the first sentence of this paragraph that involves issues same proceeding as a potential adjustment for which Purchaser would be liable, Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the latter potential adjustment. (ib) relating With respect to a potential adjustment for which both Seller and Purchaser or a Division Subsidiary, could be liable, or which involves an issue that recurs for any period ending after the Indemnifying Party has liability Closing Date (whether or not the subject of audit at such time), (i) both Purchaser and Seller may participate in the audit or proceeding, and (ii) that are required to be dealt with in a the audit or proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum dollar amount of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations circumstances in which separate issues are otherwise controlled under this Section 6.2 hereunder by FIS or by LPSPurchaser and Seller. (dc) The party that is controlling Except as provided in Section 6.4(a) above, neither Purchaser nor Seller shall enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence Tax audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide proceeding which would adversely affect the other party (for such year or a subsequent year without the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates to such deficiencyother party, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestwhich consent may not be unreasonably withheld.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Party Seller or the Purchaser as applicable shall have promptly notify the other in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII; provided, however, that the failure to give such notice will not affect a party's right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of indemnification under this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining Article VII except to the management and control extent, if any, that, but for such failure, the indemnified party could have avoided all or a portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemliability in question. (b) Except In the case of such an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the Closing Date; provided that the Seller acknowledges in writing its liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of any adjustment which may be made as otherwise provided herein, after a result of such audit or proceeding that relates to taxable periods ending on or before the date of execution of this AgreementClosing Date (or, in the case of a Contest any taxable period that relates includes the Closing Date, against an adjustment allocable under Section 7.01(b) to a Tax Return for a Taxable Period beginning the portion of such period ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date), the Indemnifying Party Seller shall have the right at its expense to participate in and control the conduct of such Contest. If audit or proceeding, but only to the Indemnifying Party extent that such audit or proceeding relates solely to a potential adjustment for which the Seller has acknowledged its liability; the Purchaser also may participate in any such audit or proceeding and, if the Seller does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days prior written notice to the Indemnifying Party Seller setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party Seller has acknowledged its liability and (ii) that are required to be dealt with in a the same audit or proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee the Company would be liable, the Indemnitee Purchaser shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a Contest involving an issue potential adjustment for which both the Seller (as evidenced by its acknowledgement under Section 7.04) and the Purchaser or the Company could be liable, (i) any FIS Group company each party may participate in the Tax audit or proceedings, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceedings shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periodstaxable periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article VII by FIS or by LPSthe Purchaser and the Seller. (d) The party that is controlling Purchaser and the Company, on the one hand, and the Seller, on the other hand, shall not enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence Tax audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide proceeding which would adversely affect the other party (for such taxable period or a subsequent taxable period without the “Non-Controlling Party”) with a draft copy written consent of the portion other party, which consent may not be unreasonably withheld. The parties agree to cooperate in the defense against or compromise of such correspondence any claim in any Tax audit or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (ai) Except as otherwise After the Closing Date, Seller and Buyer each shall notify the other party in writing within ten (10) days of the commencement of any Tax audit or administrative or judicial proceeding affecting the Taxes of any of Panhandle or the Panhandle Subsidiaries that, if determined adversely to the taxpayer (the "TAX INDEMNIFIED PARTY") or after the lapse of time would be grounds for indemnification under this Section 5.6 by the other party (the "TAX INDEMNIFYING PARTY" and a "TAX CLAIM"). Such notice shall contain factual information describing any 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. Failure to give such notification shall not affect the indemnification provided in this Agreement, Section 5.6 except to the respective Filing extent the Tax Indemnifying Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or been prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such Contestnotice). The Filing Party’s rights Thereafter, the Tax Indemnified Party shall extend to any matter pertaining deliver to the management Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all relevant notices and control of an Audit, documents (including execution of waivers, choice of forum, scheduling of conferences and court papers) received by the resolution of any Tax ItemIndemnified Party. (bii) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to a Tax Return for a any Taxable Period beginning years or periods ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementClosing Date, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Seller shall have the right right, at its expense expense, to participate in and control the conduct of such Contest. If the Indemnifying Party audit or proceeding; provided, however, that if Seller does not assume timely take control of such audit or proceeding, Buyer may, at its expense, control the defense conduct of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlementaudit or proceeding. In the event case of a Contest covered by the first sentence of this paragraph that involves issues (i) an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liableStraddle Period, the Indemnitee Buyer shall have the right right, at its expense expense, to control the Contest but only conduct of such audit or proceeding; PROVIDED, HOWEVER, that (A) Buyer shall keep Seller reasonably informed with respect to the latter issues. (c) With status of such audit or proceeding and provide Seller with copies of all written correspondence with respect to such audit or proceeding in a Contest involving an issue timely manner and (B) if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of Panhandle or the Panhandle Subsidiaries for which both (i) any FIS Group company and (ii) any LPS Group company could Seller would be liableliable under this Section 5.6, both parties Seller may participate in the Contest, and the Contest may be controlled by that party which would bear the burden conduct of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS such audit or by LPSproceeding at its own expense. (diii) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in In the case of an audit or administrative or judicial proceeding involving any material correspondence asserted liability for Taxes relating to any Taxable years or filing submitted periods beginning after the Closing Date, Buyer shall have the right, at its expense, to control the conduct of such audit or proceeding. (iv) Buyer and Seller shall reasonably cooperate in connection with any Tax Claim, and such cooperation shall include the provision to the Tax Authority or any judicial authority that relates Indemnifying Party of records and information which are reasonably relevant to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, Claim and making employees available on a mutually convenient basis to provide the other party (the “Non-Controlling Party”) with a draft copy additional information and explanation of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestmaterial provided hereunder.

Contests. (ai) Except as otherwise provided If any Governmental Body asserts a Claim with respect to Taxes, then the party hereto first receiving notice of such Claim promptly shall provide written notice thereof to the party that may be responsible for such Taxes under this Agreement; PROVIDED, HOWEVER, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations hereunder, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Body. (ii) Notwithstanding anything contained in this AgreementAgreement to the contrary, the respective Filing Party but subject to Section 2.16(e), neither GE nor Crompton shall have the right to participate in any defense, settlement or compromise of a Third Party Claim (A) that the other party is defending and (B) that relates exclusively to Taxes (other than Taxes relating to the Acquired OSi Subsidiaries to the extent such matters are otherwise addressed in Section 9.2(d)(iii)-(v)) for which the other party is responsible, without such party's express written consent. (iii) Crompton shall have the exclusive right to control, at its own expense, any audit, examination, contest, and represent the interest litigation or other proceeding by or against any taxing authority (a "TAX PROCEEDING") in respect of any FIS Group company or Acquired OSi Subsidiary for any LPS Group company in any Contest relating to any Pre-Closing Tax Return described in Section 2.2 or 2.3 of this Agreement (Period other than a Tax Return described Proceeding relating to a Straddle Period Return; provided, however, that Crompton shall not settle or compromise any such Tax 156 Proceeding if it would adversely affect such Acquired OSi Subsidiary in Section 6.2(b) any Post-Closing Tax Period without the prior written consent of GE (such consent not to be unreasonably withheld or (c) delayed). For purposes of this Agreement) andparagraph, subject settling or compromising a Tax Proceeding on a basis consistent with a position previously taken on the relevant Tax return to Section 6.4(b) of this Agreement, which such proceeding relates shall not be deemed to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed have an adverse effect on an Acquired OSi Subsidiary in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Post-Closing Tax ItemPeriod. (biv) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest that relates Tax Proceeding relating to a Tax Straddle Period Return of any Acquired OSi Subsidiary with respect to which Crompton could have responsibility for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise Taxes pursuant to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to (A) GE shall control, at its own expense, such Tax Return, the Indemnifying Party Proceeding and (B) Crompton shall have the right (but not the obligation) to participate, at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Periodown expense, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlementTax Proceeding. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating Crompton elects to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contestsuch Tax Proceeding, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) GE shall provide Crompton with a timely and reasonably in advance detailed account of each phase of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustmentProceeding, (B) incorporate, subject to applicable time constraints imposed by GE shall consult with Crompton before taking any significant action in connection with such Tax Authority Proceeding, (C) GE shall consult with Crompton and offer Crompton an opportunity to comment before submitting any written materials prepared or judicial authorityfurnished in connection with such Tax Proceeding, (D) Crompton shall be entitled to participate in any meetings with a Governmental Body relating to such Tax Proceeding, (E) GE shall defend such Tax Proceeding diligently and in good faith as if it were the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filingonly party in interest, and (CF) provide GE shall not settle, compromise or abandon any such Tax Proceeding without obtaining the Non-Controlling Party with a prior written consent of Crompton, which consent shall not be unreasonably withheld or delayed. Any dispute relating to the defense, settlement or compromise of any such Tax Proceeding shall be resolved by the Independent Arbitrator. The Independent Arbitrator's determination shall be final copy of and binding upon the portion of such correspondence or filing that relates such deficiency, claim or adjustment; andparties and its expenses shall be borne equally by the parties. (iiv) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party GE shall have the exclusive right to attendcontrol, at its own expense, any meetings with the Tax Authority (including meetings with examinersProceeding in respect of any Acquired OSi Subsidiary other than a Tax Proceeding described in Section 9.2(d)(iii) or hearings (iv); provided, however, that GE shall not settle or proceedings before compromise any judicial authority such Tax Proceeding if it would adversely affect such Acquired OSi Subsidiary for any Pre-Closing Tax Period for which the relevant statute of limitations on assessment has not yet expired without the prior written consent of Crompton (such consent not to be unreasonably withheld or delayed). For purposes of this paragraph, settling or compromising a Tax Proceeding on a basis consistent with a position previously taken on the extent they relate relevant Tax return to the deficiency, claim or adjustment that is the subject of which such Contestproceeding relates shall not be deemed to have an adverse effect on an Acquired OSi Subsidiary in a Pre-Closing Tax Period.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing Date, the respective Filing Party shall have the right to control, contestCompany shall, and represent prior to the interest Closing Date, BAT shall, promptly notify the other Party in writing of any FIS Group company written notice of a proposed assessment or any LPS Group company claim in any Contest relating an audit or administrative or judicial proceeding involving the other Party which, if determined adversely to any Tax Return described in the taxpayer, would be grounds for indemnification under this Section 2.2 7; provided, however, that a failure to give such notice will not affect the Shareholders’ or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) andthe Company’s right, subject to Section 6.4(b) of this Agreementas the case may be, to resolveindemnification hereunder, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining except to the management and control of an Auditextent, including execution of waiversif any, choice of forumthat, scheduling of conferences and but for such failure, the resolution of any other Party could have avoided or contested the Tax Itemliability in question. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest an audit or administrative or judicial proceeding that relates to a Tax Return for a Taxable Period beginning any period ended on or before the Distribution Date (or Closing Date, provided that within 30 days after the Shareholders receive the written notice from Company, and prior to taking any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party action with respect to such Tax Returnaudit or administrative or judicial proceeding, the Indemnifying Party Shareholders acknowledges in writing the Shareholders’ liability under Section7.3(a) of this Agreement to hold the Company harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding that relates to such period, except to the extent provided otherwise in Section 7.5(c) below, The Shareholders shall have the right at its the Shareholders’ own expense to participate in and control the conduct of such Contestaudit or proceeding. If The Company also may participate in any such audit or proceeding at the Indemnifying Party does Company’s expense and, if the Shareholders do not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party may Company may, without any effect to the Company’s right to indemnification under this Section 7, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Daysfive days’ prior written notice to the Indemnifying Party Shareholders setting forth the terms and conditions of such settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue proposed adjustment for which both the Shareholders (as evidenced by the Shareholders’ acknowledgment under this Section 7.5) and the Company could be liable, or which involves an adjustment to a period ended on or before the Closing Date or a change of accounting method or other issue that recurs for any post Closing period (whether or not the subject of an audit or proceeding at such time), (i) any FIS Group company each Party may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party Party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 hereunder by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, Company and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestShareholders.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Party Purchaser shall have promptly notify the Sellers in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or of the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII; provided, however, that a failure to give such notice will not affect the Purchaser's right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of indemnification under this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining Article VII except to the management and control extent, if any, that, but for such failure, the Sellers could have avoided all or a portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemliability in question. (b) Except In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date and provided that the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of any adjustment which may be made as otherwise provided herein, after a result of such audit or proceeding that relates to periods ending on or before the date of execution of this AgreementClosing Date (or, in the case of a Contest any taxable year that relates includes the Closing Date, against an adjustment allocable under Section 7.01(b) to a Tax Return for a Taxable Period beginning the portion of such year ending on or before the Distribution Date (or any item relating thereto or reported thereonClosing Date) which would give rise and is subject to an Indemnification Liability indemnification under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnSection 7.01(a), the Indemnifying Party Sellers shall have the right at its their expense to participate in and control the conduct of such Contest. If audit or proceeding but only to the Indemnifying Party does extent that such audit or proceeding relates solely to a potential adjustment for which the Sellers have acknowledged their liability; the Purchaser also may participate in any such audit or proceeding and, if the Sellers do not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days' prior written notice to the Indemnifying Party Sellers setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has Sellers have acknowledged their liability and (ii) that are required to be dealt with in a the same proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee the Purchaser would be liable, the Indemnitee Purchaser shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a Contest involving an issue potential adjustment for which both the Sellers (as evidenced by its acknowledgment under this Section 7.04) and the Purchaser or the Company could be liable, (i) any FIS Group company each party may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article VII by FIS or by LPSthe Purchaser and the Sellers. (d) The party that is controlling Neither the Purchaser nor any Contest Seller shall enter into any compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence Tax audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide proceeding which would adversely affect the other party (for such year or a subsequent year without the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates other party, which consent may not be unreasonably withheld. The Purchaser and the Sellers agree to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance ofcooperate, and the Non-Controlling Party shall have Purchaser agrees to cause the right Company to attendcooperate, in the defense against or compromise of any meetings with the Tax Authority (including meetings with examiners) claim in any audit or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided After the Closing Date, each of Seller and Buyer shall promptly notify the other party in this Agreement, writing upon receipt of written notice of the respective Filing Party shall have the right to control, contest, and represent the interest commencement of any FIS Group company Tax audit or administrative or judicial proceeding or of any demand or claim on Seller, Buyer or the Company or any LPS Group company subsidiary which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by the other party under Section 7.1. Such notice shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any Contest relating to notice or other document received from any Tax Return described Taxing Authority in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result respect of any such Contestasserted Tax liability. The Filing Party’s rights If the indemnitee under Section 7.1 fails to give the indemnitor under Section 7.1 prompt notice of an asserted Tax liability as required by this Section 7.3, then the indemnitor shall extend not have any obligation to indemnify for any matter pertaining loss arising out of such asserted Tax liability, but only to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and extent that failure to give such notice results in a detriment to the resolution of any Tax Item.indemnitor. 34 29 (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest an audit or administrative or judicial proceeding that relates to a Tax Return for a Taxable Period beginning period ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementClosing Date, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Seller shall have the right sole right, at its expense expense, to participate in and control the conduct of such Contestaudit or proceeding; provided, however, that Seller shall consult with Buyer to the extent any proposed adjustment may have a material adverse effect on the Taxes of Buyer or the Company for taxable periods beginning after the Closing Date. If the Indemnifying Party does not assume Buyer shall control the defense and settlement of any such Contest for a Pre-Distribution Periodcontest relating to taxable periods or portions thereof that begin on or after the Closing Date, the Filing Party may defend the same in such manner as it may deem appropriateprovided, includinghowever, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice Buyer shall consult with Seller to the Indemnifying Party setting forth extent any proposed adjustment may have a material adverse effect on the terms and conditions Taxes of settlement. In Seller for taxable periods beginning before the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issuesClosing Date. (c) With respect to a Contest involving an issue for which both periods beginning before the Closing Date and ending after the Closing Date, (i) each party may participate in an audit or proceeding which relates to any FIS Group company such period and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may such audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and adjustment; provided that neither party shall settle any corresponding adjustments that may reasonably such audit or proceeding without the consent of the other, which consent shall not be anticipated for future Taxable Periodsunreasonably withheld. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 hereunder by FIS or by LPSthe Buyer and Seller. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except If any claim for Tax with respect to OrbNav's Membership Interest is asserted in a Contest (as otherwise provided defined below) against any Tax Indemnitee that would result in the indemnification of any such Tax Indemnitee by Orbital or OrbNav pursuant to this Section 8 then the following provisions of this Section 8.4(a) will apply to the handling of such claim. For purposes of this Agreement, "Contest" means any audit, court proceeding or other dispute with respect to any Tax matter that affects OrbNav's Membership Interest in the respective Filing Party Company or any other Tax Indemnitee. Unless the Purchaser has previously received written notice from Orbital and OrbNav of the existence of such Contest, the Purchaser shall give written notice to Orbital and OrbNav of the existence of any Contest relating to a Tax matter that is or may be Orbital's or OrbNav's responsibility under this Section 8 as soon as practicable after the receipt by the Purchaser of any written notice of such Contest, but in no event later than 15 days prior to the time that a written response to the written notice is required, unless such written notice is received and a written response is due in less than 15 days, in which case the Purchaser shall give written notice to Orbital and OrbNav as soon as practicable. If the Purchaser fails to comply with the foregoing sentence, Orbital or OrbNav, as the case may be, shall not be liable to the Purchaser to the extent that Orbital's or OrbNav's position is actually prejudiced as a result thereof. Orbital and OrbNav shall, at their election, have the right to control, contest, and represent the interest interests of any FIS Group company or any LPS Group company the Company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) matter for which Orbital or (c) of this Agreement) and, subject OrbNav may be required to Section 6.4(b) of this Agreementmake a Tax Indemnity Payment, to resolve, settle or agree employ counsel of Orbital's and OrbNav's choice at the expense of Orbital and OrbNav and to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If , including settlement or other disposition thereof, provided, however, that Orbital and OrbNav will keep the Indemnifying Party does Purchaser informed of the progress and disposition of the Contest and no settlement or compromise of issues will be made without the Purchaser's written consent, which consent shall not assume be unreasonably withheld and provided, further, that to the defense of any extent such Contest for a Pre-Distribution Periodcould adversely affect the Purchaser's Tax Liability (after taking into account any required Tax Indemnity Payment), the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall Purchaser will have the right to attendcontrol the conduct of the Contest at its expense, and in which case no settlement or compromise of issues will be made without Orbital's and OrbNav's written consent, which consent shall not be unreasonably withheld. The Purchaser shall handle any meetings with Tax Claim relating to any Tax period of the Company included in a Pre-Closing Tax Authority (including meetings with examiners) Period which Orbital and OrbNav elect in writing not to control, and the Purchaser shall be entitled to defend, compromise or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of settle such ContestTax Claim in its sole discretion.

Contests. (a) Except as otherwise provided After the Closing, NSAP shall promptly notify the Stockholders in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding with respect to Taxes of NSAP or of any of the Acquired Entities which, if determined adversely to the taxpayer, would be grounds for indemnification under this AgreementArticle X; provided, however, that a failure to give such notice will not affect NSAP's right to indemnification under this Article X except to the extent, if any, that, but for such failure, the respective Filing Party shall Stockholders could have avoided all or a portion of the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company Tax liability in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemquestion. (b) Except In the case of an audit or administrative or judicial proceeding with respect to Taxes that relates to periods ending on or before the Closing Date, provided that the Stockholders acknowledge in writing their liability under this Agreement to hold NSAP and the Acquired Entity harmless against the full amount of any adjustment which may be made as otherwise provided herein, after a result of such audit or proceeding that relates to periods ending on or before the date of execution of this AgreementClosing Date (or, in the case of a Contest any taxable year that relates includes the Closing Date, against an adjustment allocable under Section 10.01(b) to a Tax Return for a Taxable Period beginning the portion of such year ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date), the Indemnifying Party Stockholders shall have the right at its their expense to participate in and control the conduct of such Contest. If audit or proceeding but only to the Indemnifying Party does extent that such audit or proceeding relates solely to a potential adjustment for which the Stockholders have acknowledged their liability; NSAP also may participate in any such audit or proceeding and, if the Stockholders do not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party NSAP may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days' prior written notice to the Indemnifying Party Stockholders setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has Stockholders have acknowledged their liability and (ii) that are required to be dealt with in a the same proceeding that also involves as separate issues relating to a potential adjustment for which any Indemnitee NSAP would be liable, the Indemnitee NSAP shall have the right right, at its expense expense, to control the Contest but only audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a Contest involving an issue potential adjustment for which both the Stockholders (as evidenced by its acknowledgment under this Section 10.02) and NSAP or the Acquired Entities could be liable, (i) any FIS Group company each party may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article X by FIS or by LPSNSAP and the Stockholders. (d) The party that is controlling Neither NSAP nor the Stockholders shall enter into any Contest compromise or agree to settle any claim pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence Tax audit or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide proceeding which would adversely affect the other party (for such year or a subsequent year without the “Non-Controlling Party”) with a draft copy written consent of the portion of such correspondence or filing that relates other party, which consent may not be unreasonably withheld. NSAP and the Stockholders agree to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filingcooperate, and (C) provide NSAP agrees to cause the Non-Controlling Party with a final copy Acquired Entities to cooperate, in the defense against or compromise of the portion of such correspondence any claim in any audit or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided After the First Closing, Buyer or Seller shall notify the other party in writing within seven days of receiving any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding which, if determined adversely to such entity, would be subject to indemnification under this AgreementArticle X; provided, the respective Filing Party shall have the however, that a failure to give such notice will not affect a party's right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of indemnification under this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining Article X except to the management and control extent, if any, that, but for such failure, Seller or Buyer, as the case may be, could reasonably likely have avoided all or a portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemliability to which such written notice relates. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of an audit or administrative or judicial proceeding (a Contest "Tax Contest") that relates to a Tax Return for a Taxable Period beginning periods ending on or before the Distribution First Closing Date (including, without limitation, any Tax Contest relating to life insurance policies or any item relating thereto or reported thereon) which would give rise annuities issued by a Company Subsidiary prior to an Indemnification Liability under this Agreementthe First Closing), of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Seller shall have the sole right at its expense own expense, to participate in and control the conduct of any such Tax Contest. If the Indemnifying Party ; provided, however, that if Seller does not exercise such right to control, Buyer, at its own expense, may assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same control in such manner as it may deem appropriate, including, but not limited to, settling such Tax Contest (subject to the requirement of Section 10.4(d)) after giving ten (10) Business Days’ five days prior written notice to the Indemnifying Party Seller setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With In case of a Tax Contest that relates to periods beginning before and ending after the First Closing Date, the party that is liable for the issue pursuant to the terms of this Section 10.1 shall control the audit or proceeding with respect thereto; provided, however, that if the Tax Contest involves issues relating to a Contest involving an issue potential adjustments or assessments for which both Seller and Buyer, the Company or any Company Subsidiary could be liable, (i) any FIS Group company each party may participate in the Tax Contest, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Tax Contest may shall be controlled by that party which that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods; provided further, however, that with respect to any Tax Contest, as described in the first proviso of this paragraph (c), that relates to or involves any Tax issues regarding or relating to life insurance policies or annuities, Buyer and Seller shall jointly control such Tax Contest. The principle set forth in the immediately preceding first sentence of this Section 10.4(c) shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 Article X by FIS or by LPSBuyer and Seller. (d) The party that is controlling Notwithstanding any Contest pursuant to Sections 6.2(b) and (c) of other provision in this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiencycontrary, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Seller shall have the right to attendcontrol any proceeding or Tax Contest that relates to the issue of whether the Section 338(h)(10) Elections should be respected, provided, however, that Buyer shall have the right to approve of any counsel, such approval to not be unreasonably withheld, chosen by Seller to represent Seller in such Tax Contest and Buyer shall have the right to participate in such Tax Contest at its own expense in the same manner as provided in paragraph (b) of this Section 10.4, including, without limitation, to the extent allowed by law, the right to attend all meetings with the relevant Tax Authority. (e) Notwithstanding anything in this Agreement to the contrary, neither Buyer, Seller, the Company nor any Company Subsidiary shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest that would or that would reasonably be expected to adversely affect the other party for such year or any other year without the written consent of the other party, which consent may not be unreasonably withheld. Buyer and Seller agree to cooperate, and Buyer agrees to cause the Company and the Company's Subsidiaries to cooperate, in the defense against or compromise of any claim in any Tax Contest. (f) Notwithstanding anything in this Agreement to the contrary, after the First Closing Date Buyer and Seller, at each party's own expense, shall cooperate and consult with each other in determining whether the Company Subsidiaries have issued any life insurance policies or annuity contracts that do not comply with Section 7702 of the Code (or any similar provision of state or local Law) or are not qualified under Section 72 of the Code (or any similar provisions of state or local Law), as applicable. In the event Buyer determines that such policies or contracts have been issued and that it is obligated to inform any relevant Tax Authority (including meetings of such non-compliance, Buyer shall first provide written notification to Seller of its conclusion regarding such annuities or life insurance policies, with examiners) a reasonably detailed explanation of why such life insurance policies or hearings annuities are not compliant, at least 10 business days prior to Buyer contacting any Tax Authority, and Buyer or proceedings before Seller shall thereafter have the right to inform any judicial authority such relevant Tax Authority as to the extent they relate to the deficiency, claim or adjustment that is the subject existence of such Contest.policies or contracts for the purposes of entering into a closing agreement with such Tax Authority and such action by Buyer shall not relieve Seller of any indemnification obligation under this Article X.

Contests. (a) Except as otherwise provided in this AgreementAfter the Closing, the respective Filing Party Purchaser or TCDI, as the case may be, shall have promptly notify the right to control, contest, and represent other in writing of the interest proposed assessment or the commencement of any FIS Group company Tax audit or administrative or judicial proceeding or of any LPS Group company demand or claim on the Purchaser, its Affiliates, TCDI, its Affiliates, any of the Learning Entities or the Purchased Assets which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by such other party under Section 7.01. Such notice shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any Contest relating to notice or other document received from any Tax Return described taxing authority in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result respect of any such Contestasserted Tax liability. The Filing Party’s rights If the Purchaser or TCDI fails to give prompt notice of an asserted Tax liability as required by this Section 7.03, then the other party shall extend not have any obligation to indemnify for any matter pertaining loss arising out of such asserted Tax liability, but only to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and extent that failure to give such notice results in a material detriment to the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in other party. In the case of a Contest Tax audit or administrative or judicial proceeding (a “Contest”) that relates to a Tax Return for a Taxable Period beginning taxable periods ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementClosing Date, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party TCDI shall have the right sole right, at its expense expense, to participate in and control the conduct of such Contest. If ; provided, however, that if the Indemnifying Party does not assume Purchaser reasonably determines that such Contest could have a material adverse impact on the defense Taxes of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with Learning Entity in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liabletaxable period or portion thereof beginning after the Closing Date, the Indemnitee Purchaser, and counsel of its own choosing, shall have the right at its expense to control participate fully in all aspects of the prosecution or defense of such Contest; and provided, further, that TCDI shall not settle such Contest but only with without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, if such settlement would have a material adverse impact on the Taxes of any Learning Entity in a taxable period or portion thereof beginning after the Closing Date. (b) With respect to Straddle Periods relating to the latter issuesLearning Entities or the Purchased Assets, TCDI and the Purchaser, at their own expense, shall jointly direct and control, through counsel of their own choosing, any Contest. None of the Purchaser, TCDI, the Sellers or any Learning Entity may settle or compromise any asserted liability for a Straddle Period without the prior written consent of the other party; provided however that consent to settlement or compromise shall not be unreasonably withheld; and provided further that if such consent is not given then any indemnification obligation under Section 7.01 of the party seeking such consent shall be limited to the amount such party would have been obligated to indemnify under Section 7.01 had such consent been given. (c) With respect The Purchaser, TCDI and the Sellers agree to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contestcooperate, and the Contest may be controlled by that party which would bear Purchaser agrees to cause the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth Learning Entities to cooperate, in the immediately preceding sentence shall govern also for purposes defense against or compromise of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) claim in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestSection 7.03.

Contests. (ai) Except as otherwise provided in this Agreement, the respective Filing Party The Seller shall have the right to control, contest, and represent the interest interests of any FIS each member of the Company Group company or any LPS Group company in any Contest Tax audit or administrative or court proceeding (a “Tax Contest”) to the extent relating to Taxes that are described as being the responsibility of Seller in Section 9.8(a)(i). (ii) The Buyer shall have the right to represent the interests of each of the Company Group in any Tax Return Contest not described in Section 2.2 9.8(c)(i). (iii) If either party hereto receives any written communication proposing any Tax adjustment with respect to the assets or 2.3 activities of this Agreement (any member of the Company Group prior to the Closing Date or which could otherwise give rise to a claim for indemnification hereunder, such party shall, within 10 days following such receipt, provide the other than party with notice of such proposed Tax adjustment together with copies of any documentation relating thereto; provided that the failure to provide such notice shall not affect any right to indemnification hereunder except to the extent that such failure results in a Tax Return described in Section 6.2(b) or (c) failure of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or actual notice and the party not receiving notice is materially damaged as a result of any such Contestthereof. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and If the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereonportion thereof) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest be grounds for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered indemnification hereunder by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy not in control of the portion conduct of such correspondence Tax Contest (or filing that relates to such deficiency, claim portion thereof) or adjustment, (B) incorporate, subject to applicable time constraints imposed by such otherwise adversely affect the Tax Authority or judicial authority, liability of the Non-Controlling Party’s reasonable comments and changes on such draft copy , (A) the party (the “Controlling Party”) in control of such correspondence Tax Contest (or filing, and (Cportion thereof) provide shall keep the Non-Controlling Party fully informed of any proceedings, events and developments relating to or in connection with a final copy of the such Tax Contest (or portion of such correspondence or filing that relates such deficiency, claim or adjustmentthereof); and (iiB) shall provide the Non-Controlling Party with notice reasonably in advance ofshall be entitled to receive copies of all correspondence and documents relating to such Tax Contest (or portion thereof); and (C) at its own cost and expense, and the Non-Controlling Party shall have the right to attend, any meetings with participate in (but not control) the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject conduct of such ContestTax Contest (or portion thereof). Notwithstanding any such control (1) the Buyer shall not, and shall not permit any member of the Company Group to, enter into any settlement or admit any fault or liability with respect to any Tax Contest (or portion thereof) that could give rise to a claim for indemnification hereunder without the Seller’s express written prior consent and (2) the Seller shall not enter into any settlement or admit any fault or liability that purports to be binding on any member of the Company Group with respect to any taxable period or portion thereof beginning after the Closing Date without the Buyer’s express written prior consent, which consent (in either case) shall not be unreasonably withheld.

Contests. (a) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS FNF Legacy Group company or any LPS FIS Group company in any Contest relating to any Tax Return described in Section Sections 2.1 and 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s 's rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability Liability, under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ ' prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph paragraph, that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS FNF Legacy Group company and (ii) any LPS FIS Group company could be liable, both parties each party may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS FNF or by LPSFIS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “"Controlling Party”"): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the such deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “"Non-Controlling Party”") with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s 's reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the such deficiency, claim or adjustment that is the subject of such Contestadjustment.

Contests. (ai) Except as otherwise provided After the Closing Date, each of the Parent and the Buyer shall promptly notify the other party in this Agreementwriting upon receipt of written notice of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Parent, the respective Filing Party Buyer or the Company or any Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by the other party under (S)9(a). Such notice shall have contain factual information (to the right extent known to control, contest, the notifying party) describing the asserted Tax liability in reasonable detail and represent the interest shall include copies of any FIS Group company notice or any LPS Group company in any Contest relating to other document received from any Tax Return described Authority in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result respect of any such Contestasserted Tax liability. The Filing Party’s rights If the indemnitee under (S)9(a) fails to give the indemnitor under (S)9(a) prompt notice of an asserted Tax liability as required by this (S)9(c), then the indemnitor shall extend not have any obligation to indemnify for any matter pertaining loss arising out of such asserted Tax liability, but only to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and extent that failure to give such notice results in a detriment to the resolution of any Tax Itemindemnitor. (bii) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest an audit or administrative or judicial proceeding that relates to a Tax Return for a Taxable Period beginning period ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnClosing Date, the Indemnifying Party Parent shall have the right sole right, at its expense expense, to participate in and control the conduct of such Contestaudit or proceeding; provided, however, that the Parent shall consult with the Buyer to the extent any proposed adjustment may have a material adverse effect on the Taxes of the Buyer or the Company for taxable periods beginning after the Closing Date. If the Indemnifying Party does not assume The Buyer shall control the defense and settlement of any such Contest for a Pre-Distribution Periodcontest relating to taxable periods or portions thereof that begin on or after the Closing Date, provided, however, the Filing Party may defend Buyer shall consult with the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice Parent to the Indemnifying Party setting forth extent any proposed adjustment may have a material adverse effect on the terms Taxes of the Parent for taxable periods beginning before the Closing Date. (iii) With respect to periods beginning before the Closing Date and conditions of settlement. In ending after the event of a Contest covered by the first sentence of this paragraph that involves issues Closing Date, (i) relating each party may participate in an audit or proceeding which relates to a potential adjustment for which the Indemnifying Party has liability any such period and (ii) that are required to be dealt with in a such audit or proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and adjustment; provided that neither party shall settle any corresponding adjustments that may reasonably such audit or proceeding without the consent of the other, which consent shall not be anticipated for future Taxable Periodsunreasonably withheld. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 hereunder by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, Buyer and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestParent.

Contests. (a) Prior to the Distribution Date, Allegheny shall control any Audit or claim for refund involving any asserted Tax liability which would give rise to an Indemnification Liability under Section 6 (any such Audit or claim for refund relating to an asserted Tax liability are referred to herein collectively as a "Contest"). (b) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS member of the Allegheny Group company or any LPS member of the Supply Holdco Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 2.1 of this Agreement (other than a Tax Return described in Section 6.2(b7.2(c) or (cd) of this Agreementbelow) and, subject to Section 6.4(b) of this Agreement7.5(b), to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s 's rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (bc) Except as otherwise provided herein, after the date of execution of this AgreementDistribution Date, in the case of a Contest that relates to a Pre-Distribution Period Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Indemnified Liability under this Agreement, Section 6 of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten five (105) Business Days’ days' prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph paragraph, that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (cd) With respect to a Contest involving an issue for which both (i) any FIS member of the Allegheny Group company and (ii) any LPS member of the Supply Holdco Group company could be liable, both parties each party may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periodstaxable periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.7.3

Contests. (ai) Except as otherwise provided The Seller shall have the right, at its own expense, to represent the interests of the Company Group in this Agreement, any Tax audit or administrative or court proceeding (a "Tax Contest") relating to a Tax Period ending on or prior to the respective Filing Party Closing Date. Seller and Purchaser shall jointly control all Tax Contests relating to Straddle Periods. Purchaser shall have the right to controlrepresent, contestat its own expense, and represent the interest interests of any FIS Group company or any LPS Group company the Company in any Tax Contest relating to a Taxable Period beginning after the Closing Date. (ii) Each party hereto shall provide the other with prompt notice of any Tax Return described adjustment proposed in Section 2.2 writing with respect to the business, assets, activities or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result capital stock of any Company for any period ending on or before the Closing Date or which could otherwise give rise to a claim for indemnification hereunder; provided that the failure to provide such Contest. The Filing Party’s rights notice shall extend not affect any right to any matter pertaining indemnification hereunder except to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and extent the party not receiving notice is materially prejudiced thereby. If the resolution of any Tax Item. Contest would be grounds for indemnification hereunder by the party (bthe "Non-Controlling Party") Except as otherwise provided herein, after the date not in control of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Tax Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee or otherwise would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to adversely affect the Tax Authority or any judicial authority that relates to the merits liability of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy , (A) the party (the "Controlling Party") in control of such correspondence or filing, and (C) provide Tax Contest shall keep the Non-Controlling Party fully informed of any proceedings, events and developments relating to or in connection with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustmentTax Contest; and (iiB) shall provide the Non-Controlling Party with notice reasonably in advance ofshall be entitled to receive copies of all correspondence and documents relating to such Tax Contest; and (C) at its own cost and expense, and the Non-Controlling Party shall have the right to attendparticipate in (but not control) the conduct of such Tax Contest. Notwithstanding any such control (1) the Purchaser shall not, and shall not permit any meetings Company to, enter into any settlement or admit any fault or liability with respect to any Tax Contest that could give rise to a claim for indemnification hereunder without the Tax Authority Seller's express written prior consent and (including meetings with examiners2) the Seller shall not enter into any settlement or hearings admit any fault or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment liability that is or purports to be binding on any Company for any Tax period that could have any adverse effect on the subject liability of such Contestthe Purchaser or any Company for Taxes for any period beginning after the Closing Date without the Purchaser's express written prior consent, which consent (in either case) shall not be unreasonably withheld.

Contests. New Holdco agrees to give written notice to the PM Parties of the receipt of any written notice by any AINC Party, and the PM Parties agree to give to New Holdco written notice of the receipt of any written notice by any of them, that relates (ain whole or in part) Except as otherwise provided to a Pre-Closing Tax Period or Straddle Period and involves the assertion of any claim, or the commencement of any Action, with respect to PM LLC or the Project Management Business (but excluding any partner-level proceeding or claim of either of the Bennetts or MJB Investments or ▇▇▇▇▇▇▇) (a “Tax Claim”) which could result in this Agreementliability for, or could reasonably be expected to adversely affect, the respective Filing Party other Party. The PM Parties (i) shall control, at their own expense, the contest or resolution of any Tax Claim that is a Remington Tax Claim and (ii) shall have the right (but not the obligation) to control, contestat their own expense, the contest or resolution of any other Tax Claim that relates solely to a Pre-Closing Tax Period; provided, that, if the Tax Claim is not a Remington Tax Claim, (a) the PM Parties will have provided written notice to New Holdco within 30 days of the receipt of written notice of the Tax Claim of their intention to control such Tax Claim, and represent (b) the interest PM Parties will obtain the prior written consent of New Holdco (which consent will not be unreasonably withheld or delayed) before entering into any FIS Group company settlement or concession of such Tax Claim if such settlement or concession could reasonably be expected to adversely affect any LPS Group company AINC Party; provided, further, that to the extent such Tax Claim could reasonably be expected to adversely affect any AINC Party, New Holdco will be entitled to participate in any the defense of such Tax Contest relating and to any employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by New Holdco. Unless the PM Parties have timely notified the AINC Parties that they will control a Tax Return described in Section 2.2 or 2.3 of this Agreement Claim (other than a Remington Tax Return described in Section 6.2(b) Claim), the AINC Parties may control the contest or (c) resolution of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any and defend against such Contest. The Filing Party’s rights shall extend to any matter pertaining to Tax Claim; provided that the management and AINC Parties will promptly notify the PM Parties upon taking control of an Audit, including execution of waivers, choice of forum, scheduling of conferences such Tax Claim and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense PM Parties will be entitled to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest Tax Claim and to employ counsels of their choice for a Pre-Distribution Periodsuch purpose, the Filing Party fees and expenses of which separate counsel will be borne by the respective PM Parties; provided further that such Tax Claim may defend not be settled or conceded without the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to consent of the Indemnifying Party setting forth the terms and conditions of settlementPM Parties, which consent will not be unreasonably withheld or delayed. In the event of a Contest covered by the first sentence conflict between this Section 7.05 and any other section of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liableAgreement, the Indemnitee shall have the right at its expense to control the Contest but only this Section 7.05 will govern with respect to the latter issuescontrol of Tax Claims. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

Contests. (a) Except If any Taxing Authority asserts an Income Tax Claim, then the party hereto first receiving notice of such Income Tax Claim promptly shall provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article 8, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Income Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) FNLC shall, upon written notice to NLC Holding and the Company, have the right to control, at their own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of the Company or any Company Subsidiary for any taxable period that ends on or before the First Closing Date; provided, however, that if such action could have an adverse impact on NLC Holding, any Affiliate of NLC Holding or the Company or any Company Subsidiary, (i) FNLC shall provide NLC Holding and the Company with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) FNLC shall consult with NLC Holding and the Company before taking any significant action in connection with such Tax Proceeding, (iii) FNLC shall consult with NLC Holding and the Company and offer NLC Holding and the Company an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) FNLC shall defend such Tax Proceeding diligently and in good faith as otherwise provided if they were the only party in this Agreementinterest in connection with such Tax Proceeding, (v) NLC Holding (or an Affiliate of NLC Holding) and the Company shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, and (vi) FNLC shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of NLC Holding and the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In the case of a Tax Proceeding for a Straddle Period of the Company or any Company Subsidiary, the respective Filing Controlling Party shall have the right to control, contestat its own expense, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax ReturnProceeding; provided, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Periodhowever, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Controlling Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy timely and reasonably detailed account of the portion each phase of such correspondence or filing that relates such deficiencyTax Proceeding, claim or adjustment; and (ii) the Controlling Party shall provide consult with the Non-Controlling Party before taking any significant action in connection with notice reasonably such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in advance ofconnection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the right Non-Controlling Party or any of its Affiliates and (vi) 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, conditioned or delayed, of the Non-Controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-Controlling Party or any of its Affiliates. “Controlling Party” means whichever of FNLC or the Company is reasonably expected to attendbear the greater Tax liability in connection with a Straddle Period Tax Proceeding, any meetings and “Non-Controlling Party” means whichever of FNLC or the Company is not the Controlling Party with the respect to such Straddle Period Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such ContestProceeding.

Contests. (a) Except After the Closing Date, Purchaser shall, and prior to the Closing Date, Parent shall, promptly notify the other party in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding involving the other party or any of the Company and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VIII; provided, however, that a failure to give such notice will not affect Purchaser's or Parent's right, as otherwise provided in this Agreementthe case may be, to indemnification hereunder, except to the extent, if any, that, but for such failure, the respective Filing Party shall other party could have avoided or contested the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company Tax liability in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemquestion. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in In the case of a Contest an audit or administrative or judicial proceeding that relates to any period ended on or before September 30, 1996 or to a Tax Return for a Taxable Period beginning before tax described in clause (iii) of Section 8.01(a), provided that within 30 days after Parent receives the Distribution Date (or written notice from Purchaser required under Section 8.03(a) above, and prior to taking any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party action with respect to such Tax Returnaudit or administrative or judicial proceeding, Parent acknowledges in writing its liability under Section 8.01(a) of this Agreement to hold Purchaser, the Indemnifying Party Company and the Subsidiaries harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding that relates to such period (to the extent such amount exceeds the Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 8.01(a) of this Agreement to the Purchaser, the Company and any Subsidiary), except to the extent provided otherwise in Section 8.03(c) below, Parent shall have the right at its own expense to participate in and control the conduct of such Contestaudit or proceeding. If the Indemnifying Party Purchaser also may participate in any such audit or proceeding at its own expense and, if Parent does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, Purchaser may, without any effect to its, the Filing Party may Company's or any Subsidiary's right to indemnification under this Article VIII, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ five days' prior written notice to the Indemnifying Party Parent setting forth the terms and conditions of such settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue proposed adjustment for which both Parent (as evidenced by its acknowledgement under this Section 8.03) and Purchaser, or the Company or any Subsidiary could be liable, or which involves an adjustment to a period ended on or before September 30, 1996 or a change of accounting method or other issue that recurs for any post September 30, 1996 period (whether or not the subject of an audit or proceeding at such time), (i) any FIS Group company each party may participate in the audit or proceeding, and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable PeriodsTax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitationin particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 hereunder by FIS or by LPSPurchaser and Parent. (d) The party that is controlling any Contest pursuant Purchaser and Parent agree to Sections 6.2(b) cooperate and (c) of this Agreement (to act in good faith, and Purchaser agrees to cause the “Controlling Party”): (i) Company and the Subsidiaries to cooperate and to act in good faith, in conducting, and in the case defense against or compromise of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attendin, any meetings with the Tax Authority (including meetings with examiners) audit or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contestproceeding.

Contests. (a) Except as otherwise provided After the Closing, Newport shall promptly notify Parent in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest writing of any FIS Group company written notice of a proposed assessment or any LPS Group company claim in any Contest relating to any Tax Return described in Section 2.2 an audit or 2.3 administrative or judicial proceeding of this Agreement (other than a Tax Return described in Section 6.2(b) Newport or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any of the Companies or Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 13; provided, however, that a failure to give such Contest. The Filing Partynotice will not affect Newport’s rights shall extend to any matter pertaining indemnification under this Section 13 except to the management and control extent that, but for such failure, Parent, a Company or a Subsidiary could have avoided all or a portion of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Itemliability in question. (b) Except In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that Parent acknowledges in writing its liability under this Agreement to hold Newport, the Companies and the Subsidiaries harmless against the full amount of any adjustment which may be made as otherwise provided herein, after a result of such audit or proceeding that relates to periods ending on or before the date of execution of this AgreementClosing Date (or, in the case of a Contest any taxable year that relates includes the Closing Date, against an adjustment allocable under Section 13.3 to a Tax Return for a Taxable Period beginning the portion of such year ending on or before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this AgreementClosing Date), of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party Parent shall have the right at its expense to participate in and control the conduct of such Contest. If audit or proceeding but only to the Indemnifying Party extent that such audit or proceeding relates solely to a potential adjustment for which Parent could be held liable hereunder; Newport also may participate in any such audit or proceeding and, if Parent does not assume the defense of any such Contest for a Pre-Distribution Periodaudit or proceeding, the Filing Party Newport may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest audit or proceeding after giving ten (10) Business Days’ Days prior written notice to the Indemnifying Party Parent setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues . (ic) relating With respect to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which both Parent and Newport or the Companies or any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company Subsidiary could be liable, both parties each party may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS audit or by LPSproceeding. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) provisions of this Agreement (the “Controlling Party”): (i) Section 13.8 shall govern and control in the case event of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings inconsistency with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject general indemnification procedures of such ContestSection 12.7.

Contests. (a) Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS FNF Legacy Group company, any FNT Group company or any LPS FIS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. (b) Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph paragraph, that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues. (c) With respect to a Contest involving an issue for which both (i) any FIS FNT Group company and (ii) any LPS FIS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS FNT or by LPSFIS. (d) The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”): (i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and (ii) shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.