Common use of Procedures Relating to Indemnification of Tax Claims Clause in Contracts

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim is received by a Tax Indemnified PartyClaim”), the Party which receives such Tax Indemnified Party claim shall promptly notify the Tax Indemnifying other Party in writing within fifteen (15) days of receipt of such Tax Claim within Claim; provided, that the failure of a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt such notice of a Tax Claim hereunder to the other Party shall not affect the Tax Indemnifying Party's obligation indemnification provided under Section 7.1, 6.06(a) except to the extent that the Tax Indemnifying Party is has actually been materially prejudiced by such failure to give prompt noticefailure. (b) Seller shall control any Tax Claim with respect to any Seller Group Tax Return, and Buyer shall not participate in or control any such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim which might result in an indemnity payment relating to a Straddle Tax Period, Buyer shall have the Purchaser pursuant right to Section 7.1(a), control the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest conduct of such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2; provided, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With however, that with respect to any Tax Items in such Tax Claim not described in for which the preceding paragraph which might result in an indemnity payment resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller pursuant shall be entitled to Section 7.2participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, the Purchaser which shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphnot be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.1 If a claim for Taxes is made or a notice of an audit is issued by any Tax Claim is received by a Authority in writing, which, if successful, might result in an indemnity payment pursuant to Section 12.4, the party seeking indemnification (the "Tax Indemnified Party, such Tax Indemnified Party ") shall promptly notify the other party (the "Tax Indemnifying Party Party") in writing of such claim (a "Tax Claim Claim") within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax ClaimAuthority. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.112.4, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) 12.5.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Holdings pursuant to Section 7.1(a12.4 (including, without limitation, Taxes relating to a Pre-Closing Period), the Seller Parent shall at its election control all audits and proceedings taken in connection with such Tax Claim to the extent relating to periods ending prior to the Closing or any Pre-Closing Period and, without limiting the foregoing, may in their its sole discretion and at their its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Tax Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If Parent shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the Seller elects preceding sentence without Holdings' prior written consent, not to control be unreasonably withheld. In connection with any proceeding taken in connection with such Tax Claim, (i) Parent shall keep Holdings informed of all material developments and events relating to such Tax Claim if involving a contest pursuant material liability for Taxes, and (ii) Holdings shall have the right to this Section 7.2participate, at its sole expense, in (but not control) any such proceedings. Holdings shall cooperate with Parent in contesting such Tax Claim, which cooperation shall include, without limitation, the Seller issuance of a power of attorney, the provision to Parent of records and information which are reasonably relevant to such Tax Claim, and making employees available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Parent shall keep the Purchaser advised and shall pursue such contest in good faithreimburse Holdings for any out-of-pocket expenses incurred with respect thereto. (c) 12.5.3 With respect to any Tax Claim not described in the preceding paragraph (including that which might result in an indemnity payment to the Seller Parent pursuant to Section 7.212.4), the Purchaser Holdings shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphSection 12.5.2.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by a Tax Indemnified Partyfact, such Tax Indemnified Party circumstance, or event shall exist with respect to which any Purchaser Indemnitee intends to seek an indemnity payment pursuant to Section 8.02(a), Purchaser shall promptly notify the Tax Indemnifying Party Parent in writing within 5 Business Days of receipt of such Tax Claim within fact, circumstance or event (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim”). Failure to give prompt notice of a Tax Claim hereunder to Parent in writing within 5 Business Days of receipt and in reasonably sufficient detail to allow Parent to effectively contest such Tax Claim shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except Liability of Parent to any Purchaser Indemnitee only to the extent that the Tax Indemnifying Party Parent’s position is materially prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Parent, the Seller shall at its election sole cost and expense, shall have the authority to control all audits and proceedings taken in connection with any Tax Claim relating solely to Taxes of any of the Companies for a Pre-Closing Tax Period, and may make all decisions in connection with such Tax Claim; provided, however, that (i) Purchaser and counsel of its own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim and(at Purchaser’s sole cost and expense), and (ii) Parent shall not settle or compromise any Tax Claim that could adversely affect Purchaser, the Companies or any Affiliate of the foregoing without limiting the foregoing, may prior written consent of Purchaser (not to be unreasonably withheld or delayed). Parent and Purchaser shall jointly control all proceedings taken in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences connection with any Taxing Authority Tax Claim relating solely to Taxes of the Companies for a Straddle Period, and neither party shall settle any such Tax Claim without the prior written consent of the other party (not to be unreasonably withheld or delayed). Purchaser shall control all proceedings with respect thereto, and may, in their sole discretion, either pay the to all other Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithClaims. (c) With Except as otherwise provided in this Section 8.07(c), any indemnity payment to be made under Section 8.02 shall be paid within 30 Business Days after the applicable indemnitee makes written demand upon the indemnifying party, but in no case later than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). Notwithstanding the foregoing, in the case of a payment relating to an assessment by a Taxing Authority that is being contested by Parent, Holdings or a Purchaser Indemnitee, any payment to be made by Parent or Holdings under Section 8.02 with respect to any Tax Claim not described in the preceding paragraph which might result in assessment shall be paid by Parent or Holdings within 30 Business Days following the conclusion of the applicable contest unless applicable law requires such payment to be made by an earlier date. Any request for an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser under this Article VIII shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphinclude calculations or other materials supporting such Liability.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by Taxing Authority or other Person asserts a Tax Indemnified PartyClaim, such Tax Indemnified Party shall promptly notify then the Tax Indemnifying Party in writing party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other party hereto; provided that the failure of Buyer to give such prompt notice to Seller of any such Tax Claim shall not relieve Seller of any of its obligations under this Section 10.8 unless Seller is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes for which it is responsible as set forth in Section 10.7. In order to defend or prosecute any such Tax Claim, Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within thirty (30) days after (i) the date on which Seller received notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a reasonably sufficient period Taxing Authority or any other Person), or (ii) the date on which Seller delivered to Buyer notice of time any such Tax Claim (with respect to allow Tax Claims as to which Seller first received notice from a Taxing Authority or any other Person). With respect to any Tax Clam as to which Seller has provided an Election Notice to Buyer, Seller shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Seller to a Final Determination; provided that Seller shall not, without the prior written consent of Buyer, enter into any compromise or settlement of such Tax Indemnifying Party effectively Claim that would result in any Tax detriment to any Tax Indemnitee. Seller shall inform Buyer of all material developments and events relating to such Tax Claim (including providing to Buyer copies of all written materials relating to such Tax Claim), and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. (c) If, with respect to any Tax Claim, Seller fails to deliver an Election Notice to Buyer within the contest period provided in Section 10.8(b) or fails diligently to contest defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Claim, and in the reasonable detail to apprise the Tax Indemnifying Party costs of the nature such defense or prosecution shall become a part of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (athe "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 9.6.2.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If , further provided, that in the Seller elects to control a contest pursuant to this Section 7.2, case of the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to settlement of any Tax Claim not described in that can be reasonably expected to impact the preceding paragraph which might result in an indemnity payment to Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the Seller pursuant to Section 7.2, prior written consent of the Purchaser shall control all be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in such Tax Claim. 9.6.2.4 In no case shall the first preceding paragraphTax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period Claim. No failure or delay on the part of time the Tax Indemnified Party to allow give notice to the Tax Indemnifying Party effectively to participate in shall reduce or otherwise affect the contest obligations or to contest such Tax Claim, and in reasonable detail to apprise liabilities of the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related pursuant to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1this Agreement, except to the extent that the Tax Indemnifying Party is materially actually prejudiced by such failure to give prompt noticethereby. (b) With respect to any The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any Taxes for which might result in it has an indemnity payment obligation to indemnify the Purchaser Tax Indemnified Party pursuant to Section 7.1(a)8.01, Section 8.02 or Section 8.03, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to the contrary contained in this Agreement, the Seller Tax Indemnifying Party shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay keep the Tax claimed Indemnified Party informed of all material developments and ▇▇▇ for a refund where applicable law permits such refund suits or contest events relating to such Tax Claim. If , and the Seller elects Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to control a contest pursuant to this Section 7.2, participate in (but not control) the Seller shall keep the Purchaser advised applicable audit or examination and shall pursue defense of such contest in good faithTax Claim. (c) With respect to In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not described in to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the preceding paragraph which might result in an indemnity payment Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to the Seller pursuant to Section 7.2be unreasonably withheld, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphconditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Taxing Authority, for which Quicksilver is or may be liable pursuant to this Agreement, BreitBurn shall notify Quicksilver in writing within ten (10) Business Days of receipt by BreitBurn of notice of any Tax Claim is received by such claim (a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim”). Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to indemnification obligations hereunder in the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticeabsence of actual material prejudice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Quicksilver, at Quicksilver’s expense, shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting and BreitBurn shall execute or cause to be executed powers of attorney or other documents necessary to enable Quicksilver to take all actions that do not materially adversely affect BreitBurn or its Affiliates, or the foregoingAcquired Companies, or the direct or indirect owners of their respective equity interests. Quicksilver shall permit BreitBurn to participate in (but not control) such proceedings through counsel chosen by BreitBurn (but the fees and expenses of such counsel shall be paid by BreitBurn). Quicksilver may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest to such Tax Claim. If the Seller elects , and may initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by Quicksilver with respect to control a contest pursuant to this Section 7.2such Tax Claim, provided such actions do not materially adversely affect BreitBurn or its Affiliates, the Seller Acquired Companies, or the direct or indirect owners of their respective equity interests. Notwithstanding the foregoing, Quicksilver and BreitBurn shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall jointly control all proceedings in accordance connection with provisions that are parallel any Tax Claim relating solely to those in Taxes for a taxable period beginning before the first preceding paragraphClosing Date and ending after the Closing Date, and shall jointly bear and pay costs and expenses related to such proceedings. No party shall settle a Tax Claim relating solely to Taxes of the Acquired Companies or WCGP for a Pre-Closing Tax Period or a taxable period beginning before the Closing Date and ending after the Closing Date without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed).

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a notice of any Tax Claim is received by a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 9.01 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the Tax Claim, and provide copies relevant portion of all correspondence and documents any notice or other document received by it from the relevant any Taxing Authority in connection and communications with or related any Taxing Authority relating to such Tax Claim. Failure Controversy; provided, however, that a failure to give prompt such notice of a Tax Claim hereunder shall will not affect the Tax Indemnifying Party's obligation such other party’s rights to indemnification under Section 7.1this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticeParty. (bii) With respect to Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date (except in the case of any Tax Claim Controversy relating to a Tax Return of any consolidated, combined or unitary group of which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(aTransferred Entities were members (a “Pre-Closing Consolidated Return”), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2), the Purchaser shall control all proceedings the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in accordance with provisions that are parallel to those such Tax Controversy (except in the first preceding paragraphcase of a Tax Controversy that relates to a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of such Tax Controversy (except in the case of a Tax Controversy that relates to a Pre-Closing Consolidated Return) without obtaining the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of a Tax Controversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned. The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Transferred Entities and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnified PartyIndemnitee"), such the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a reasonably sufficient period of time to allow the Tax Indemnifying Party Indemnitor to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a , the Tax Claim hereunder Indemnitor shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnitor shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of records and information which are reasonably relevant to such Tax Claim. If the Seller elects , and making employees available on a mutually convenient basis to control a contest pursuant provide additional information or explanation of any material provided hereunder or to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue testify at proceedings relating to such contest in good faithTax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. 12.5.2.1 If one party is responsible for the payment of Taxes pursuant to Section 12.5.1 (athe "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 12.5.2.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of TCH or Subsidiary for a Straddle Period or for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the Closing Date, Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 12.5.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 12.5.2.4 In no case shall the Tax Indemnified Party, TCH, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent, which consent shall not be unreasonably delayed or withheld. If Neither party shall settle a Tax Claim relating solely to Taxes of TCH or any Subsidiary for a Straddle Period without the Seller elects to control a contest pursuant to this Section 7.2other party's prior written consent, which consent shall not be unreasonably delayed or withheld, and the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any not settle a Tax Claim not described in for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphClosing Date.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a notice of any Tax Claim is received by a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the Tax Claim, and provide copies relevant portion of all correspondence and documents any notice or other document received by it from the relevant any Taxing Authority in connection and communications with or related any Taxing Authority relating to such Tax Claim. Failure Controversy; provided, however, that a failure to give prompt such notice of a Tax Claim hereunder shall will not affect the Tax Indemnifying Indemnified Party's obligation ’s rights to indemnification under Section 7.1this Article XI, except to the extent that the Tax Indemnifying Party is materially prejudiced by thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such failure Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to give prompt noticethe Tax Indemnifying Party establishing the fact and the amount of payment. (bii) With Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Claim Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which might result in an indemnity payment Seller would be required to the indemnify Purchaser pursuant to Section 7.1(a11.07(a), the Seller shall at its election control all audits the handling, settling or contesting of any such Tax Controversy. Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and proceedings taken for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Claim and, without limiting Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition of the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority Tax Controversy with respect thereto, to a Straddle Period. In the event Purchaser and may, in their sole discretion, either pay Seller are unable to agree regarding any aspect of the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest conduct of any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2Controversy, the decision shall be made by counsel employed (and agreed by both parties) to pursue such Tax Controversy on the basis of counsel’s good faith judgment regarding the course of action that would produce the overall lowest present value of Tax and litigation cost to the parties. Any such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in the same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party shall keep the Purchaser advised Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall pursue such contest consider in good faithfaith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party which, if successful, Purchaser reasonably determines could result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02, Purchaser shall promptly notify the Tax Indemnifying Party Sellers in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Sellers within a reasonably sufficient period of time to allow the Tax Indemnifying Party Sellers to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Sellers of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , the Sellers shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except be liable to any Purchaser Indemnitee to the extent that the Tax Indemnifying Party Sellers’ position is materially prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim which might result in an indemnity payment relating solely to Taxes of the Purchaser pursuant to Section 7.1(a)Business for a Pre-Closing Tax Period, the Seller Sellers shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel reasonably satisfactory to the Purchaser) and, without limiting the foregoing, may in their sole its discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto; provided, however that the Sellers shall consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such proceeding, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner; provided, however the Sellers may not settle any controversy without Purchaser’s consent. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim relating to Taxes of the Business for a Straddle Period, (a) each party may participate in all proceedings taken in connection with such Tax Claim, at its expense, and (b) the proceedings taken in connection with such Tax Claim 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 Tax periods. (iii) In no case shall any Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Business for a Straddle Period without the other party’s prior written consent, which consent shall not described be unreasonably withheld or delayed. (iv) The indemnification obligation set forth in Section 8.02(a) shall survive until 30 days after the preceding paragraph which might result expiration of the relevant statute of limitations (giving effect to any waiver, mitigation or extension thereof). (v) Any indemnification of a Purchaser Indemnitee pursuant to this Section 8.02 shall be effected by wire transfer or transfers of immediately available funds from the Sellers to an account or accounts designated in an indemnity payment writing by the applicable Purchaser Indemnitee to the Seller pursuant to Section 7.2, Sellers within 15 days after the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphfinal determination thereof.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 7.1(a9(a), then the Seller Buyer shall at its election give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all audits proceedings and proceedings may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim. If , (iii) the Seller elects Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to control a contest pursuant such Tax Claim, (iv) the Buyer shall be entitled to this Section 7.2have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the Seller relevant taxing authority. The Sellers and the Buyer shall keep jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Purchaser advised and Company for a Straddle Period. Neither the Sellers nor the Buyer shall pursue settle any such contest in good faith. (c) With Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim not described relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the preceding paragraph conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which might result in an indemnity payment cooperation shall include the retention and, upon request, the provision to the Seller pursuant requesting person of records and information which are reasonably relevant to Section 7.2such Tax Claim, the Purchaser shall control all and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If a one party is responsible for the payment of Taxes pursuant to Section 5.2(a) (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt If notice of a Tax Claim hereunder shall is not affect given to the Tax Indemnifying Party's obligation under Section 7.1, except the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party position is materially actually prejudiced by as a result thereof. Additionally, if either party receives any notice of any proposed Tax Claim which could result in further Tax Claims applicable to any period during which the other party operated the Companies, the party receiving such failure notice shall notify and consult with the other party prior to give prompt noticeagreeing to any settlement of such proposed Tax Claims. (bii) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller shall Tax Indemnifying Party shall, at its election own expense, assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority authority with respect thereto, and may, in their sole discretion, may either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; ▇▇▇vided, however, that Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If Claim if such Tax Claim relates to Taxes for which Purchaser or the Companies are liable and Seller elects or any of its Affiliates is also liable; and provided, however, that the Tax Indemnified Party shall be entitled to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest participate in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph settlement of which might result in an indemnity payment could reasonably be expected to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.have any material adverse effect on such Tax Indemnified

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnified PartyIndemnitee"), such the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a reasonably sufficient period of time to allow the Tax Indemnifying Party Indemnitor to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a , the Tax Claim hereunder Indemnitor shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnitor shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion (and at their its sole expense cost and expense) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on 42 the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to the Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim. If the Seller elects , and making employees available on a mutually convenient basis to control a contest pursuant provide additional information or explanation of any material provided hereunder or to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue testify at proceedings relating to such contest in good faithTax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (ai) If Notwithstanding any other provision of this Section 8.3, if a claim is made by any taxing authority, which, if successful, might result in an indemnity payment to ESI, the Companies, or one of their Affiliates or any of their respective representatives pursuant to this Article VIII, the Indemnified Party receiving notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party claim shall promptly notify give notice to the Tax Indemnifying Party in writing of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim"TAX CLAIM"); PROVIDED, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax ClaimHOWEVER, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, indemnification provided hereunder except to the extent that the Tax Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure to give prompt noticefailure. (bii) With respect to any Tax Claim which might result in an indemnity payment relating to any Tax period beginning before and ending on or before the Purchaser pursuant to Section 7.1(a)Closing Date, the Seller Shareholders' Agent shall at its election control contro all audits proceedings and proceedings may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and at their all administrative appeals, proceedings, hearings and conferences with any Governmental Entity serving as a Tax authority (a "TAXING AUTHORITY") with respect thereto, and may, in its sole expense discretion, either pay the Tax claimed (with its own funds) and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that to the extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of ESI or the Companies for any period ending after the Closing Date, ESI and the Shareholders' Agent shall have joint control over such proceeding, and the issue shall not be settled without the consent of ESI, which shall not be unreasonably withheld. (iii) With respect to any Tax Claim relating to any Tax period beginning before and ending after the Closing Date and with respect to any Tax Claim relating to a taxable period beginning after the Closing Date, ESI shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed (with its own funds) and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that to the extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of any Seller (including, without limitation, any liability pursuant to this Agreement) for any Tax period beginning before and ending on or before the Closing Date, ESI shall not settle such issue without the consent of the applicable Seller, which shall not be unreasonably withheld. ESI shall keep the Shareholders' Agent informed of the progress of any such Tax Claim and proceeding. (iv) ESI, each of the Sellers and each of the Companies (as applicable) and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, upon the request of the party or parties controlling proceedings relating to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised provision to such party or parties of records and shall pursue information which are reasonably relevant to such contest in good faithTax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a one party is responsible for the payment of Taxes pursuant to Section 11.01 (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect , the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or, except any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure as a result thereof (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 prompt such notice). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇s▇▇ for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating to Taxes of the Company for a Straddle Period, Seller and Buyer shall jointly control all proceedings taken in connection with any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) In no case shall Buyer, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller’s prior written consent, which consent shall not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.unreasonably be

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Taxing Authority for which Seller is or may be liable pursuant to this Agreement, Buyer shall notify Seller in writing within ten (10) Business Days of receipt by Buyer of notice of any Tax Claim is received by such claim (a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice”). (b) With respect to any Tax Claim for which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Seller is liable, the Seller Seller, at Seller’s expense shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all reasonable actions desired by Seller with respect to such claim. Seller shall permit Buyer to participate in (but not control), at Buyer’s sole cost and expense, such proceeding through counsel chosen by Buyer and shall keep Buyer reasonably informed as to the foregoing, status of such proceeding. Seller may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect theretoto such Tax Claim, and maymay initiate any claim for refund, in their sole discretionfile any amended return, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest take any other action which is deemed appropriate by Seller with respect to such Tax Claim. If Notwithstanding the foregoing, Seller elects and Buyer shall jointly control all proceedings in connection with any Tax Claim relating solely to control Taxes for a contest pursuant Straddle Period, and all costs and expenses related to this Section 7.2such proceedings shall be borne 50% by Buyer and 50% by Seller. No party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such settlement has no adverse effect on the Seller shall keep the Purchaser advised and shall pursue such contest in good faithother party). (c) With respect to Buyer and its Affiliates (including after the Closing, the Company), on the one hand, and Seller, on the other hand, shall cooperate with each other in contesting any Tax Claim not described in Claim, which cooperation shall include the preceding paragraph which might result in an indemnity payment to retention and, at the Seller pursuant to Section 7.2contesting party’s request and expense, the Purchaser shall control all provision of records and information which are reasonably relevant to such Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party which, if successful, Purchaser reasonably determines could result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02, Purchaser shall promptly notify the Tax Indemnifying Party Sellers in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Sellers within a reasonably sufficient period of time to allow the Tax Indemnifying Party Sellers to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Sellers of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , the Sellers shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except be liable to any Purchaser Indemnitee to the extent that the Tax Indemnifying Party Sellers’ position is materially prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim which might result in an indemnity payment relating solely to Taxes of the Purchaser pursuant to Section 7.1(a)Business for a Pre-Closing Tax Period, the Seller Sellers shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel 45 CLI-2060753v12 reasonably satisfactory to the Purchaser) and, without limiting the foregoing, may in their sole its discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto; provided, however that the Sellers shall consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such proceeding, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner; provided, however the Sellers may not settle any controversy without Purchaser’s consent. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim relating to Taxes of the Business for a Straddle Period, (a) each party may participate in all proceedings taken in connection with such Tax Claim, at its expense, and (b) the proceedings taken in connection with such Tax Claim 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 Tax periods. (iii) In no case shall any Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Business for a Straddle Period without the other party’s prior written consent, which consent shall not described be unreasonably withheld or delayed. (iv) The indemnification obligation set forth in Section 8.02(a) shall survive until 30 days after the preceding paragraph which might result expiration of the relevant statute of limitations (giving effect to any waiver, mitigation or extension thereof). (v) Any indemnification of a Purchaser Indemnitee pursuant to this Section 8.02 shall be effected by wire transfer or transfers of immediately available funds from the Sellers to an account or accounts designated in an indemnity payment writing by the applicable Purchaser Indemnitee to the Seller pursuant to Section 7.2, Sellers within 15 days after the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphfinal determination thereof.

Procedures Relating to Indemnification of Tax Claims. (a) If As long as any amounts remain in the Indemnity Escrow Account if a claim shall be made by any Taxing Authority in respect of Seller Taxes or Specified Taxes, as applicable, the party or parties receiving notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party claim shall promptly notify the Tax Indemnifying Party Sellers’ Representative in writing of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim”); provided, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimhowever, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation indemnification obligations under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by ARTICLE XI unless such failure to give prompt noticematerially prejudices the indemnifying party. (b) With respect to any Tax Claim which might result in an indemnity payment for a Pre-Closing Tax Period (but not a Straddle Period), to the Purchaser pursuant extent that (i) it is reasonably likely that the Buyer Indemnified Parties shall be indemnified by Sellers for at least fifty percent (50%) of such Tax Claim taking into account the provisions of this Agreement, including the Indemnity Escrow Amount available at that time, and (ii) such Tax Claim is not reasonably likely to Section 7.1(a)affect the Taxes, credit or attributes of the Seller Buyer or its Affiliates (including the Company) in any Post-Closing Tax Period, Sellers’ Representative shall at its election have the right to control all audits and proceedings Actions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole its reasonable discretion, either pay or cause to be paid the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claimclaimed. If the Seller elects Sellers’ Representative assumes the defense of such Action, the applicable notice must state that each of the Sellers will, and thereby covenants to, indemnify, defend and hold harmless the Buyer Indemnified party with respect to control a contest Losses arising from or related to claims made pursuant to Section 11.2(a)(vi) that the Buyer Indemnified Party may suffer resulting from, arising out of, or relating to, in the nature of, or cause by such Action, up to the amount of the Indemnity Escrow Fund. Buyer shall be entitled to participate in all Actions with respect to any such Tax Claim (at its expense) and to employ counsel of its choice for such purpose. Sellers and Buyer shall each provide the other (and, in the case of Buyer, shall cause the Acquired Companies, to provide Sellers) with copies of all material documents with respect to the Tax Claims. In no case shall any Party settle or otherwise compromise any such Tax Claim without the prior written consent of each other Party (which consent may not be unreasonably withheld, conditioned or delayed), except the Sellers’ Representative may settle or compromise Tax Claims on behalf of Sellers without further consent by ▇▇▇▇▇▇▇. For the avoidance of doubt, to the extent the Indemnity Escrow Fund has been depleted or released in full, this Section 7.2, the Seller 8.2 shall keep the Purchaser advised and shall pursue such contest in good faithno longer apply. (c) With The principles of paragraphs (a) and (b) of this Section 8.2 shall apply to claims in respect of Specified Taxes, except that (i) any reference to “Seller” shall instead refer solely to the “Family Trust Seller”, (ii) any Tax Claim not described reference to the “Indemnity Escrow Fund” shall instead refer to “$35,000,000 in the preceding paragraph which might result in an indemnity payment to the Seller pursuant aggregate” and (iii) any reference to Section 7.2, the Purchaser 11.2(a)(vi) shall control all proceedings in accordance with provisions that are parallel instead refer to those in the first preceding paragraphSection 11.2(a)(vii).

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of claim is made by any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1that, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which if successful, might result in an indemnity payment to the Purchaser pursuant to Buyer or Target under Section 7.1(a10(g), the Seller indemnified party shall within 10 days of receipt of such claim notify the indemnifying party in writing of the claim (a “Tax Claim”). If notice of a Tax Claim received by the indemnified party after the Closing Date is not given to the indemnifying party within such period of time, the indemnifying party shall not be liable to the indemnified party to the extent that the indemnifying party’s position is actually prejudiced as a result thereof. (ii) The indemnifying party shall control, at its election control sole expense, all audits and proceedings taken in connection with such any Tax Claim (except to the extent the Tax Claim relates to Income Taxes of the Companies for a Straddle Period) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any Taxing Authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the indemnifying party shall not settle any such audit in a manner that would adversely affect the indemnified party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Target shall control, in its sole discretion and at its sole expense, all proceedings relating to Income Tax Returns that include one or more of the Companies for periods ending on or before the Cut-Off Date. The indemnified party and the indemnifying party shall jointly control all proceedings taken in connection with any Tax Claim to the extent it relates to Income Taxes of one or more of the Companies for a Straddle Period. Each of the indemnified party and the indemnifying party and their respective affiliates shall cooperate in contesting any Tax Claim (with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to employees) of any indemnified party incurred in connection therewith), which cooperation shall include the retention and the provision of records and information that are reasonably relevant to the Tax Claim. If , and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithTax Claim. (ciii) With In no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not described in be unreasonably withheld; provided, that Target may admit any liability with respect to, or settle, compromise, or discharge any Tax Claim relating to Income Taxes of the preceding paragraph which might result in an indemnity payment Companies for a Pre-Cut-Off Tax Period (other than, with respect to Income Taxes, for the Seller pursuant to Section 7.2, portion of a Straddle Period ending on the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Cut-Off Date) without the first preceding paragraphconsent of Buyer.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice one party is responsible for the payment of any Taxes pursuant to Sections 8.01-8.03 (the "Tax Claim is received by a Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives a Tax Claim with respect to such Taxes, such the Tax Indemnified Party shall promptly notify deliver a copy of such notice to the Tax Indemnifying Party. If a copy of a Tax Claim is not given to the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of shall not be liable to the Tax ClaimIndemnified Party (or any of its Affiliates or any of their respective officers, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with directors, employees, stockholders, agents or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except representatives) to the extent that the Tax Indemnifying Party Party's position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion (including selection of counsel) and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their sole discretion, may either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law permits such refund suits or contest such the Tax Claim in any permissible manner ▇▇ its own expense; provided, however, that the Indemnified Party has the right to review and approve the settlement of the Tax Claim, such approval shall not be reasonably withheld. If Notwithstanding anything herein to the contrary, Seller elects may defend and/or settle any Tax Claims (including by paying such Taxes and seeking a refund) relating to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised Pre-Closing Taxes as permitted by Sections 8.01 and shall pursue such contest in good faith8.02(b). (c) With respect to any Tax Claim not described in which Seller has the preceding paragraph which might result in an indemnity payment right to control pursuant to the first sentence of this Section 8.05, Seller pursuant shall promptly pay or cause the Escrow Agent to Section 7.2pay to the Taxing authority directly the amount of any Liability as finally determined (provided that if Seller elects to sue for refund or contest such Liabilities, the Purchaser it shall control all proceedings in accordance with provisions that are parallel make or cause t▇▇ Escrow Agent to those in the first preceding paragraphmake any payment for which refund is sought).

Procedures Relating to Indemnification of Tax Claims. 7.7.1.1 If one party is responsible for the payment of Taxes pursuant to Section 5.10, Section 7.1.1.5 or Section 7.1.2.3 (athe "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing within fifteen (15) Business Days of notice of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient the specified period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 7.7.1.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority Governmental Body with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller The Tax Indemnifying Party shall keep the Purchaser advised other Party reasonably informed of all material developments and events relating to such Tax Claim (including reasonably prompt forwarding of copies to the other Party of any related correspondence. The other Party shall pursue have the right to participate (but not control) the defense of such contest in good faithTax Claim at its own expense. 7.7.1.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (cupon the Tax Indemnifying Party's request) With respect the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 7.7.1.4 In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim not described in without the preceding paragraph which might result in an indemnity payment Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Seller pursuant to Section 7.2, Company for a Straddle Period without the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If If, after the Closing Date, an aud it, investigation, discussion with any taxing authority or similar proceeding with respect to Tax matters (the “Tax Proceeding ”) shall have previously been initiated, shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity pursuant to Section 8.02, the party receiving notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party Proceeding shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax ClaimProceeding; provided, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimhowever, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation indemnification obligations under Section 7.18.02, except to the extent that the Tax Indemnifying Party is materially prejudiced by unless such failure to give prompt noticematerially prejudices the indemnifying party. (b) With respect to any Tax Claim Proceeding which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a8.02(a), after the Seller Closing Date Purchaser shall at its election have the right to control all audits and proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole its reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest Proceeding in good faithany permissible manner. (c) With respect to any Tax Claim not described in the preceding paragraph Proceeding which might result in an indemnity payment to the Seller pursuant to Section 7.28.02(b), the Purchaser Seller shall have the right to control all proceedings taken in accordance connection with provisions such Tax Proceeding (including selection of counsel) and, without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Proceeding in any permissible manner. (d) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(a) or Section 8.02(b) (a “Joint Tax Proceeding ”), after the Closing Date Purchaser and Seller shall jointly control, and each shall have the right to participate in all activities and strategic decisions with respect to such Joint Tax Proceedings at their own expense. There shall be no settlement or closing or other agreement with respect to a Joint Tax Proceeding without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that are parallel if either party shall refuse to those consent to any settlement, closing or other agreement that the other party proposed to accept (a “Proposed Settlement ”), then (a) the liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been to that party if the Proposed Settlement has been accepted, and (b) the other party shall be responsible for all expenses incurred thereafter in connection with the first preceding paragraphcontest of such Joint Tax Proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed, in which case such party shall be responsible for a portion of such expenses equal to the lesser of (i) 50% of such expenses and (ii) the amount by which the liability imposed on such party by the final settlement is less than that which would have been imposed by the Proposed Settlement. Either Purchaser or Seller may assume sole control of any Joint Tax Proceeding if it acknowledges in writing that it has sole responsibility for any Tax liabilities that might arise in such Joint Tax Proceeding. (e) Notwithstanding the foregoing, with respect to a Tax Proceeding which relates to the basis of Seller’s assets for Dutch corporate income tax purposes as set forth on the Opening Tax Balance Sheet, following the date of this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and all strategic decisions of and relating to such Tax Proceedings prior to undertaking such activities or strategic decisions and shall take account of, reflect, or implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in this Section 8.03(e) shall limit or modify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the matters described in this section.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 If one Party is responsible for the payment of Taxes pursuant to Section 9.7.1 (athe "Tax Indemnifying Party"), and the other Party (the "Tax Indemnified Party") If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying such Party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying such Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 9.7.2.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If . 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Seller elects Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to control the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a contest pursuant mutually convenient basis to this Section 7.2provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.7.2.4 In no case shall the Tax Indemnified Party, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to Company or any of their respective officers, directors, employees, stockholders or Representatives settle or otherwise compromise any Tax Claim not described in without the preceding paragraph which might result in an indemnity payment Tax Indemnifying Party's prior written consent. Neither Party shall settle a Tax Claim relating solely to Taxes of the Seller pursuant to Section 7.2, Company for a Straddle Period without the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother Party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (ai) Notwithstanding any other provision in this Agreement, this Section 6.6(f) shall govern any and all indemnification related to, arising from or in connection with Taxes of Parent and SAI. If a one party is responsible for the payment of Taxes under this Agreement (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives written notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim and shall provide the Tax Indemnifying Party such information as the Tax Indemnifying Party may reasonably request. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except Party shall not be liable to the Tax Indemnified Party (or any of its Representatives) to the extent that the Tax Indemnifying Party Party’s position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller shall Tax Indemnifying Party shall, at its election expense, assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority with respect thereto, and may, in their sole discretion, may either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available, upon reasonable prior request during normal business hours, to provide additional information or explanation of any material provided hereunder, or to testify at proceedings relating to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller The Tax Indemnifying Party shall keep the Purchaser advised and shall pursue bear all out-of-pocket costs of such contest in good faithcontest. (civ) With respect to Except as otherwise previously agreed in writing, none of the Tax Indemnified Party, Parent or SAI or any of their respective officers, directors, employees, stockholders, agents or Representatives shall settle or otherwise compromise any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphClaim.

Procedures Relating to Indemnification of Tax Claims. (a1) If a notice claim shall be made by any Governmental Entity, which, if successful might result in an indemnity payment by Shareholder to Purchaser or any of any its Affiliates under Section 6.12(d) (a “Tax Claim is received by a Tax Indemnified PartyClaim”), such Tax Indemnified Party Purchaser shall promptly notify the Tax Indemnifying Party in writing Shareholder of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, writing and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claimdetail. Failure to give prompt provide such notice of a Tax Claim hereunder shall not affect limit the Tax Indemnifying Party's obligation right of Purchaser and its Affiliates to be indemnified under Section 7.16.12(d), except to the extent that the Shareholder’s ability to participate as to such Tax Indemnifying Party Claim is actually and materially prejudiced by such failure to give prompt noticethereby. (b2) With respect to any Tax Claim which might result in an indemnity payment with respect to income or franchise Taxes relating to a Tax period ending on or before the Purchaser pursuant to Section 7.1(a)Closing Date, the Seller Shareholder shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority Governmental Entity with respect thereto, and mayshall either, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund on behalf of Shareholder where applicable law Applicable Law permits such refund suits suits, or contest the Tax Claim in any permissible manner; provided that (i) Purchaser may at its own expense participate in the Proceedings related to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller (ii) Shareholder shall keep Purchaser reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, (iii) Shareholder shall consider any reasonable comments proposed by Purchaser advised that are related to the defense of such Tax Claim and (iv) Shareholder shall pursue not settle, compromise or dispose of such contest in good faithTax Claim without the consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (c3) With respect to any Tax Claim relating to a Straddle Period, Purchaser shall have the right to control all Proceedings and may make any decisions in connection with any Tax Proceeding related to such Straddle Period; provided, however, that (i) Shareholder may at the its own expense participate in the Proceedings related to such Tax Claim, if permitted by the Governmental Entity, (ii) Purchaser shall keep Shareholder reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, and (iii) Purchaser shall not settle, compromise or dispose of such Tax Proceeding without the prior written consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed. (4) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.26.12(e)(2) or (3), the Purchaser shall have the right to control all proceedings Proceedings and may make any decisions in accordance connection with provisions such Tax Claim; provided that (i) Purchaser shall not settle, compromise or dispose of a Tax Claim with respect to a Pre-Closing Tax Period for which Shareholder may be liable under this Section 6.12 without consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed and (ii) Purchaser shall not settle, compromise or dispose of such Tax Claim in a manner that would either (x) shift income from a Post-Closing Tax Period to a Pre-Closing Tax Period or (y) shift deductions from a Pre-Closing Tax Period to a Post-Closing Tax Period, without the consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed. (5) Purchaser and the Bank and each of their respective Affiliates shall cooperate with Shareholder in contesting any Tax Claim, which cooperation shall include the retention and (upon any request of Shareholder) the provision to Shareholder, of records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If one party is responsible for the payment of Taxes pursuant to Section 7.01 or Section 7.02 of this Agreement (the "Tax Indemnifying Party"), and the other party to this Agreement (the "Tax Indemnified Party") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time Claim. The failure to allow so notify the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise shall not relieve the Tax Indemnifying Party of the nature its liability on account of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1indemnification, except to the extent that the Tax Indemnifying Party is materially actually prejudiced by such failure to give prompt noticethereby. (bii) With respect to any The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim for which might result in a majority of the Taxes potentially due are Taxes for which it has an indemnity payment obligation to indemnify the Purchaser Tax Indemnified Party pursuant to Section 7.1(a7.01 or Section 7.02 of this Agreement, and the Tax Indemnified Party and its affiliates shall provide such cooperation as the Tax Indemnifying Party may reasonably request in pursuing such contest, including execution of limited powers of attorney in favor of the Tax Indemnifying Party. Where a Tax Claim is not assumed and controlled by the Tax Indemnifying Party (either because the Tax Indemnifying Party did not elect to assume and control such contest or because the Tax Indemnifying Party did not have the right to assume and control such contest), the Seller Tax Indemnifying Party agrees that it and its affiliates shall at its election control all audits and proceedings taken provide such cooperation as the Tax Indemnified Party may reasonably request in connection with such contest. (iii) Both parties agree to pursue with reasonable diligence the defense of Tax Claims that they control under this Section 7.04(b). (iv) Notwithstanding anything to the contrary contained herein, the party controlling the applicable audit or examination or the defense of a Tax Claim andagrees to keep the other party reasonably informed of all material developments and events relating to such Tax Claim with respect to Taxes for which such other party is responsible under Section 7.01 or Section 7.02, and the other party, at its own cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim with respect to Taxes for which such other party is responsible under Section 7.01 or Section 7.02. Each party agrees to take such steps as are reasonably available to it to permit the other party to exercise the participation rights described in this Section 7.04(c)(iv). (v) In no case shall any Tax Indemnified Party or Tax Indemnifying Party settle or otherwise compromise any Tax Claim without limiting the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may in their sole discretion and at their sole expense pursue settle or forego any and all administrative appealsotherwise comprise a Tax Claim relating to Taxes without the consent of Purchaser where such settlement or compromise does not materially impact Taxes of Purchaser, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ including Taxes for a refund where applicable law permits such refund suits Post-Closing Period, for which Seller does not have an obligation to indemnify under Section 7.01 or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith7.02. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of an audit, examination or other proceeding is received from any Tax Claim is received by authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnified PartyIndemnitee"), such the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such potential claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a reasonably sufficient period of time to allow the Tax Indemnifying Party Indemnitor to effectively to participate in the contest such audit, examination or to contest such Tax Claimproceeding, and or in reasonable detail to apprise the Tax Indemnifying Party Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a , the Tax Claim hereunder Indemnitor shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim for which might result it agrees that any resulting Tax is covered by the indemnity given in an indemnity payment to the Purchaser pursuant to Section 7.1(a)this Article IX, the Seller Tax Indemnitor shall at its election control all audits that portion of any audit, examination and proceedings taken other proceeding in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the any Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that (i) the Tax Indemnitor shall keep the Tax Indemnitee informed regarding the progress and substantive aspects of any such Tax Claim and (ii) the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 15 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim. If the Seller elects , and making employees available on a mutually convenient basis to control a contest pursuant provide additional information or explanation of any material provided hereunder or to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue testify at proceedings relating to such contest in good faithTax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, deficiency, proposed adjustment, assessment, examination, suit, dispute or other claim with respect to Taxes will be made by any Taxing Authority, for periods ending on or before the Closing Date or a Straddle Period which, if successful, might result in a claim for indemnity pursuant to Section 6.06(a) or Section 6.06(b) (any such claim, a “Tax Claim”), the Party which receives such Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly will notify the Tax Indemnifying other Party in writing within ten days of receipt thereof; provided, that, the failure of an Indemnified Party to give such Tax Claim within a reasonably sufficient period of time notice to allow the Tax an Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall will not affect the Tax Indemnifying Party's obligation under Section 7.1, indemnification provided hereunder except to the extent that the Tax Indemnifying Party is has actually and materially been prejudiced by such failure to give prompt noticefailure. (b) With Seller will control any Tax Claim with respect to any Seller Group Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect theretoReturn, and may, Buyer will not control or participate in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller will control, at Seller’s expense, the preceding paragraph which might result in an indemnity payment conduct of such Tax Claim unless Seller provides Buyer with written notice of its refusal to control such Tax Claim; provided, that, (i) Seller will keep Buyer reasonably informed as to the status of any Tax Claim that Seller controls pursuant to this Section 7.26.07(c) and (ii) if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Liability of Buyer or any of its Affiliates (including the DVU Transferred Entities) for Taxes for any Post-Closing Tax Period, Seller will not settle or otherwise compromise such Tax Claim without Buyer’s written consent, which will not be unreasonably withheld, conditioned or delayed. If Seller refuses to control a Tax Claim pursuant to this Section 6.07(c), Buyer will control such Tax Claim; provided, that, (A) Buyer will keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer will not settle or otherwise compromise such Tax Claim without Seller’s written consent, which will not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, the Purchaser shall Party which has the greater potential Liability will control all proceedings the defense and resolution of such Tax Claim; provided, that, such Party defends the items as reported on the relevant Tax Return. With respect to any Tax Claim subject to this Section 6.07(d), (i) the controlling Party will keep the other reasonably informed as to the status of such Tax Claim and (ii) the non-controlling Party will be entitled to participate in accordance with provisions that are parallel to those in any such Tax Claim and the first preceding paragraphcontrolling Party will not settle or otherwise compromise such Tax Claim without the other Party’s written consent, which will not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Taxing Authority for which Seller is or may be liable pursuant to this Agreement, Buyer shall notify Seller in writing within ten (10) Business Days of receipt by Buyer of notice of any Tax Claim is received by such claim (a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice”). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Seller, at Seller’s expense, shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all actions desired by Seller with respect to such Tax Claim. Seller shall permit Buyer to participate in (but not control), at Buyer’s sole cost and expense, such proceeding through counsel chosen by Buyer and shall keep Buyer reasonably informed as to the foregoing, status of such proceeding. Seller may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect theretoto such Tax Claim, and maymay initiate any claim for refund, in their sole discretionfile any amended return, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest take any other action which is deemed appropriate by Seller with respect to such Tax Claim. If Notwithstanding the foregoing, Seller elects and Buyer shall jointly control all proceedings in connection with any Tax Claim relating solely to control Taxes for a contest pursuant Straddle Period, and all costs and expenses related to this Section 7.2such proceedings shall be borne 50% by Buyer and 50% by Seller. No party shall settle a Tax Claim relating solely to Taxes of Lodi Gas and Lodi Development for a Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such settlement has no adverse effect on the Seller shall keep the Purchaser advised and shall pursue such contest in good faithother party). (c) With respect to Buyer and its Affiliates (including after the Closing, Lodi Gas and Lodi Development), on the one hand, and Seller, on the other hand, shall cooperate with each other in contesting any Tax Claim not described in Claim, which cooperation shall include the preceding paragraph which might result in an indemnity payment to retention and, at the Seller pursuant to Section 7.2contesting party’s request and expense, the Purchaser shall control all provision of records and information which are reasonably relevant to such Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a1) If a notice claim shall be made by any Governmental Entity, which, if successful might result in an indemnity payment by the Shareholders to Purchaser or any of any its Affiliates under Section 6.13(d) (a “Tax Claim is received by a Tax Indemnified PartyClaim”), such Tax Indemnified Party Purchaser shall promptly notify the Tax Indemnifying Party in writing Sellers Representative, on behalf of the Shareholders, of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, writing and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claimdetail. Failure to give prompt provide such notice of a Tax Claim hereunder shall not affect limit the Tax Indemnifying Party's obligation right of Purchaser and its Affiliates to be indemnified under Section 7.16.13(d), except to the extent that the Shareholders’ ability to participate as to such Tax Indemnifying Party Claim is actually and materially prejudiced by such failure to give prompt noticethereby. (b2) With respect to any Tax Claim which might result in an indemnity payment with respect to income or franchise Taxes relating to a Tax period ending on or before the Purchaser pursuant to Section 7.1(a)Closing Date, the Seller Sellers Representative, on behalf of the Shareholders, shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority Governmental Entity with respect thereto, and mayshall either, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund on behalf of the Shareholders where applicable law Applicable Law permits such refund suits suits, or contest the Tax Claim in any permissible manner; provided that (i) Purchaser may at its own expense participate in the Proceedings related to such Tax Claim. If , (ii) the Seller elects Shareholders shall keep Purchaser reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, (iii) the Shareholders shall consider any reasonable comments proposed by Purchaser that are related to the defense of such Tax Claim and (iv) the Shareholders shall not settle, compromise or dispose of such Tax Claim without the consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (3) With respect to any Tax Claim relating to a Straddle Period, Purchaser shall have the right to control a contest pursuant all Proceedings and may make any decisions in connection with any Tax Proceeding related to this Section 7.2such Straddle Period; provided, however, that (i) the Seller Sellers Representative on behalf of each Shareholder may at the Shareholders’ expense participate in the Proceedings related to such Tax Claim, if permitted by the Governmental Entity, (ii) Purchaser shall keep the Sellers Representative, on behalf of the Shareholders, reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, and (iii) Purchaser advised and shall pursue not settle, compromise or dispose of such contest in good faithTax Proceeding without the prior written consent of the Sellers Representative, on behalf of the Shareholders, such consent not to be unreasonably withheld, conditioned or delayed. (c4) With respect to any Tax Claim not described in Section 6.13(e)(2) or (3), Purchaser shall have the preceding paragraph right to control all Proceedings and may make any decisions in connection with such Tax Claim; provided that (i) Purchaser shall not settle, compromise or dispose of a Tax Claim with respect to a Pre-Closing Tax Period for which might result the Shareholders may be liable under this Section 6.13 without consent of the Sellers Representative, such consent not to be unreasonably withheld, conditioned or delayed and (ii) Purchaser shall not settle, compromise or dispose of such Tax Claim in an indemnity payment a manner that would either (x) shift income from a Post-Closing Tax Period to a Pre-Closing Tax Period or (y) shift deductions from a Pre-Closing Tax Period to a Post-Closing Tax Period, without the consent of the Sellers Representative, on behalf of the Shareholders, such consent not to be unreasonably withheld, conditioned or delayed. (5) Purchaser and the Company and each of their respective Affiliates shall cooperate with the Sellers Representative, on behalf of the Shareholders, in contesting any Tax Claim, which cooperation shall include the retention and (upon any request of the Sellers Representative) the provision to the Seller pursuant to Section 7.2Sellers Representative, on behalf of the Purchaser shall control all proceedings in accordance with provisions Shareholders, of records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If one party is responsible for the payment of Taxes pursuant to Sections 9.01 or 9.02 of this Agreement (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period Claim. No failure or delay on the part of time the Tax Indemnified Party to allow give notice to the Tax Indemnifying Party effectively to participate in shall reduce or otherwise affect the contest obligations or to contest such Tax Claim, and in reasonable detail to apprise liabilities of the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related pursuant to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1this Agreement, except to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against any liability or claim for Taxes that the Tax Indemnifying Party is materially prejudiced by such failure obligated to give prompt noticepay hereunder. (bii) With respect to any The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any Taxes for which might result in it has an indemnity payment obligation to indemnify the Tax Indemnified Party pursuant to Sections 9.01 or 9.02 of this Agreement. The preceding sentence shall not apply to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay extent the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest Indemnifying Party has potential liability of less than 50% of the total potential liability of such Tax Claim. If The party controlling the Seller elects applicable audit or examination and the defense of the Tax Claim shall be referred to control a contest pursuant herein as the “Controlling Party” and the other party shall be referred to herein as the “Non-Controlling Party.” The Non-Controlling Party and its affiliates agree to cooperate with the Controlling Party in pursuing such contest, including execution of any powers of attorney in favor of the Controlling Party. Notwithstanding anything in this Section 7.2Agreement to the contrary, the Seller Controlling Party shall keep the Purchaser advised Non-Controlling Party informed of all material developments and events relating to such Tax Claim and the Non-Controlling Party, at its own cost and expense and with its own counsel, shall pursue have the right to participate in (but not control) the applicable audit or examination and defense of such contest in good faith. (c) With respect to Tax Claim. The Controlling Party shall not settle or otherwise compromise any Tax Claim if such settlement or compromise could reasonably be expected to have the effect of materially increasing the Tax liability of the Non-Controlling Party without the consent of the Non-Controlling Party, such consent not described in to be unreasonably withheld. If Controlling Party elects not to assume and control the preceding paragraph which might result in an indemnity payment to applicable audit or examination and the Seller pursuant to Section 7.2defense of a Tax Claim, the Purchaser Non-Controlling Party may pursue contest of or settle or otherwise compromise such Tax Claim, at Controlling Party’s sole expense. Notwithstanding the foregoing, in no case shall control all proceedings any Non-Controlling Party settle or otherwise compromise (or extend the statute of limitations for) any Tax Claim without the Controlling Party’s prior written consent. Further, in accordance with provisions that are parallel to those in no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the first preceding paragraph.statute of limitations

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim relating to Taxes shall be made against any Tax Claim is received by a indemnified party (the “Tax Indemnified Party”) by any Taxing Authority, such which, if successful, might result in an indemnity payment to any Tax Indemnified Party pursuant to Article IX, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, in each case, taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect , the Tax Indemnifying Party's obligation under Section 7.1, except Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party’s position is materially prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Claim, Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting provided that Seller shall have the foregoing, may right to participate fully in their sole discretion and at their sole expense pursue all aspects of the prosecution or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest defense of such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2Claim at its own expense and in no case shall Purchaser settle or otherwise compromise any Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithconditioned or delayed). (c) With respect to Each party shall cooperate with the other party in contesting any Tax Claim not described in Claim, which cooperation shall include the preceding paragraph which might result in an indemnity payment retention and (upon the other party’s request) the provision to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions other party of Records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made to an indemnified party by any taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 9.01 (a "Tax Claim is received Claim") by a Tax Indemnified Partyany indemnifying party, such Tax Indemnified Party the indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Partyrights of the indemnified party, any of its Affiliates or any of its respective officers, directors, employees, stockholders, agents or representatives, to indemnification unless the indemnifying party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party position is materially prejudiced by such failure to give prompt notice. (b) as a result thereof. With respect to any Tax Claim which might result in an indemnity payment relating to a Pre-Closing Tax Period (other than a Tax Claim relating solely to Taxes of the Purchaser pursuant to Section 7.1(aCompany for a Straddle Period), the Seller Sellers shall at its election control all audits and or proceedings taken in connection with such Tax Claim andClaim; provided, however, that the Buyer shall have the right to participate in any such audit or proceeding to the extent that any such audit or proceeding may affect the Tax liability of the Buyer, any of its Affiliates or the Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without limiting the foregoingprior written approval of the Buyer, may in their sole discretion and at their sole expense pursue neither the Sellers nor any Affiliate of the Sellers shall agree or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretionconsent to compromise or settle, either pay administratively or after the Tax claimed and ▇▇▇ for a refund where applicable law permits commencement of litigation, any issue or claim arising in any such refund suits audit or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2proceeding, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect or otherwise agree or consent to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment liability, to the Seller pursuant to Section 7.2extent that any such compromise, settlement, consent or agreement may affect the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Tax liability of the first preceding paragraph.Buyer, any of its Affiliates, or the Company for any period ending after the Closing Date. Tax Matters

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of an inquiry shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant any Acquiror Indemnitee relating to Section 7.1(aPayment Taxes (a "Tax Claim"), Intercardia shall as promptly as reasonably practicable notify Interneuron in writing of such claim; provided, however, that the Seller failure to give such notice shall at its election not affect the indemnification provided hereunder except to the extent Interneuron has been actually prejudiced as a result of such failure. With respect to any Tax Claim, Intercardia shall control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel reasonably acceptable to Interneuron) and Interneuron shall be entitled to participate in any such proceedings and, without limiting the foregoing, Intercardia may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole discretion, Intercardia may either pay the Tax tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that (i) Interneuron shall have no liability for indemnification under this Section 10 for any Tax Claims if any payment of the tax claimed was made by Intercardia without Interneuron's prior written consent, which consent shall not be unreasonably withheld, and (ii) Interneuron may, upon written request, assume control of such proceedings including, without limiting the generality of the foregoing, assuming the rights of Intercardia in the preceding clause and Intercardia shall be entitled to continue to participate in any such proceeding. Intercardia and Interneuron shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim. If the Seller elects , and in making employees available on a mutually convenient basis to control a contest pursuant provide additional information or explanation of any material provided hereunder or to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue testify at proceedings relating to such contest in good faithTax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If an audit, examination, inquiry or other claim shall be made by any Governmental Authority which, if successful, might result in an indemnity payment pursuant to Section 9.03(a) or Section 9.03(b), or if a notice Party otherwise wishes to assert a claim for indemnification pursuant to Section 9.03(a) or Section 9.03(b) (each a “Tax Claim”), the Indemnified Parties shall deliver written notice, specifying the basis for and amount (if known) of any Tax Claim is received by a Tax Indemnified Partythe claim asserted, such Tax Indemnified Party shall promptly notify to the Tax Indemnifying Party in writing Parties within five (5) days of the date such Tax Claim within a reasonably sufficient period of time to allow becomes known; provided that the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, indemnification provided hereunder except to the extent that the Tax Indemnifying Party is materially Parties have actually been prejudiced by as a result of such failure to give prompt noticefailure. (b) With respect to any Tax Claim which might result in an indemnity payment relating to a Tax Period ending on or before the Purchaser pursuant to Section 7.1(a)Closing Date, the Parent Seller shall have the exclusive right, at its election own expense, to control all audits Proceedings and proceedings may make all decisions taken in connection with such Tax Claim andClaim, without limiting including all decisions to grant or deny any waiver or extension of the foregoing, may in their sole discretion applicable statute of limitations. Parent Seller and at their sole expense pursue or forego any and Purchaser shall jointly control all administrative appeals, proceedings, hearings and conferences with any Taxing Authority Proceedings with respect theretoto any Tax Claim relating to any Straddle Period, and mayother than Tax Claims involving Group Tax Returns, in their sole discretion, either pay which shall remain under the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claimexclusive control of Parent Seller. If A Party shall promptly notify the Seller elects other Party if it decides not to control a contest the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Section 7.2Agreement, and the Seller other Party shall keep the Purchaser advised thereupon be permitted to defend and shall pursue settle such contest in good faithProceeding. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an The Parties shall satisfy their indemnity payment to the Seller obligations pursuant to Section 7.2, 9.03 within ten (10) days after a final determination (within the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in meaning of Section 1313(a) of the first preceding paragraphCode) of the relevant Tax is made.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by Taxing Authority or other Person asserts a Tax Indemnified PartyClaim, such Tax Indemnified Party shall promptly notify then the Tax Indemnifying Party in writing party hereto first receiving notice of such Tax Claim within a reasonably sufficient period promptly shall provide written notice of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and Claim to the other party hereto; provided that that the failure of either party to give such prompt notice of any such Tax Claim shall not relieve a party of any of its obligations under this Section 8.10. Such notice shall specify in reasonable detail to apprise the basis for such Tax Indemnifying Party Claim and shall include a copy of the nature of the Tax Claim, and provide copies of all any relevant correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticeother Person. (b) Each Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes set forth in Section 8.9(a). In order to defend or prosecute any such Tax Claim, such Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within 30 days after (i) the date on which such Seller receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which such Seller delivered to Buyer notice of any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice from a Taxing Authority or any other Person). With respect to any Tax Claim as to which might result in such Seller has provided an indemnity payment Election Notice to the Purchaser pursuant to Section 7.1(a)Buyer, the such Seller shall at its election control all audits and proceedings taken in connection with defend or prosecute such Tax Claim andby all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by such Seller to a Final Determination; provided that Seller shall not, without limiting the foregoingprior written consent of Buyer, may which consent shall not be unreasonably withheld, enter into any compromise or settlement of such Tax Claim that would result in their sole discretion any Tax detriment to any Tax Indemnitee. Such Seller shall inform Buyer of all developments and at their sole expense pursue or forego any and events relating to such Tax Claim (including providing to Buyer copies of all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest written materials relating to such Tax Claim. If , provided the publication of such documentation would not cause such Seller elects to control a contest pursuant waive all privileges in connection therewith), and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to this Section 7.2attend, the Seller shall keep the Purchaser advised but not participate in or control, all conferences, meetings and shall pursue proceedings relating to such contest in good faithTax Claim. (c) With If, with respect to any Tax Claim, any Seller fails to deliver an Election Notice to Buyer within the period provided in Section 8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not described the obligation) to defend or prosecute such Tax Claim, at the sole cost, expense and risk of such Seller. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Such Seller shall cooperate in the preceding paragraph which might result good faith with Buyer and its authorized representatives in an indemnity payment order to the contest effectively such Tax Claim. A Seller may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Claim controlled by Buyer pursuant to this Section 7.28.10(c), and shall bear its own costs and expenses with respect thereto. In the Purchaser case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this Section 8.10(c), Buyer shall control be entitled upon demand, but no later than five Business Days from the request, to prompt payment from such Seller for any and all proceedings costs and expenses incurred by Buyer in accordance connection with provisions that are parallel to those such defense or prosecution (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in the first preceding paragrapheach case on a Grossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (a) If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity payment pursuant to Section 8.1, the party receiving notice of any Tax Claim is received by a Tax Indemnified Partysuch audit, such Tax Indemnified Party investigation, similar proceeding or claim shall promptly notify the Tax Indemnifying Party other party in writing of such audit, investigation, similar proceeding or claim (a "Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax ClaimProceeding"); provided, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimhowever, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation indemnification obligations under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by 8.1 unless such failure to give prompt noticematerially prejudices the indemnifying party. (b) With respect to any Tax Claim Proceeding which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a8.1(a), the Seller shall at its election have the right to control all audits and proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole its reasonable discretion, either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law Law permits such refund suits or contest c▇▇▇est the Tax Proceeding in any permissible manner. The Buyer shall be entitled to participate in all proceedings with respect to any such Tax Claim. If the Seller elects Proceeding (at its expense) and to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue employ counsel of its choice for such contest in good faithpurpose. (c) With respect to any Tax Claim not described in the preceding paragraph Proceeding which might result in an indemnity payment to the Seller pursuant to Section 7.28.1(b), the Purchaser Buyer shall have the right to control all proceedings taken in accordance connection with provisions that are parallel such Tax Proceeding (including selection of counsel) and, without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or c▇▇▇est the Tax Proceeding in any permissible manner. The Seller shall be entitled to those participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (d) The Seller and the Buyer shall each provide the other (and, in the first preceding paragraphcase of the Buyer, shall cause the Company or Company Subsidiaries, as appropriate, to provide the Seller) with copies of all material documents with respect to the aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and the Seller shall jointly control all proceedings taken in connection with (i) any Tax Proceeding relating solely to Taxes for a Straddle Period and (ii) any Tax Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise any Tax Proceeding without the other party's prior written consent (which consent may not be unreasonably withheld). (e) The Buyer, the Company and the Company Subsidiaries, on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Proceeding, which cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnified PartyIndemnitee"), such the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a reasonably sufficient period of time to allow the Tax Indemnifying Party Indemnitor to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a , the Tax Claim hereunder Indemnitor shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnitor shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30-days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of records and information which are reasonably relevant to such Tax Claim. If the Seller elects , and making employees available on a mutually convenient basis to control a contest pursuant provide additional information or explanation of any material provided hereunder or to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue testify at proceedings relating to such contest in good faithTax Claim. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (ai) If one party is responsible for the payment of Taxes pursuant to Section 8.01 or Section 8.02 of this Agreement (the "TAX INDEMNIFYING PARTY"), and another party to this Agreement (the "TAX INDEMNIFIED PARTY") receives a notice of any Tax Claim is received by deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a Tax Indemnified Party"TAX CLAIM") with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim within a reasonably sufficient period involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01 or Section 8.02 of time this Agreement, and the Tax Indemnified Party and its affiliates agree to allow cooperate with the Tax Indemnifying Party effectively in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to participate in the contest or to contest such Tax Claimcontrary contained herein, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of shall keep the Tax Claim, and provide copies Indemnified Party informed of all correspondence material developments and documents received by it from the relevant Taxing Authority in connection with or related events relating to such Tax Claim and the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. Failure to give prompt notice of a . (ii) In no case shall any Tax Indemnified Party settle or otherwise compromise any Tax Claim hereunder shall not affect without the Tax Indemnifying Party's obligation under Section 7.1, except to prior written consent. None of the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any parties hereto shall settle a Tax Claim which might result in an indemnity payment relating solely to Income Taxes of any of the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in Acquired Companies or any of their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ respective subsidiaries for a refund where applicable law permits such refund suits or contest such Tax Claim. If Straddle Period without the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithother party's prior written consent. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (ai) If a one party is responsible for the payment of Taxes pursuant to Section 9.5(a) (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller shall Tax Indemnifying Party shall, at its election own expense, assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; ▇rovided, however, that Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates (A) to Taxes of a Company for a Straddle Period, or (B) to Taxes for which the Purchaser or the Companies are liable and any Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnified Party shall be entitled to participate in any Tax Claim the settlement of which could reasonably be expected to have an adverse effect on such Tax Indemnified Party. The Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all Tax Claims and shall provide copies of all written communications with any Governmental Body related to such Tax Claims. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith.49 (civ) With respect to In no case shall the Tax Indemnified Party, any Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating to Taxes of a Company for a Straddle Period without the other party's prior written consent, which consent shall not described be unreasonably withheld or delayed. The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on the Purchaser in a Post-Closing Tax Period. No such consent shall be necessary if the preceding paragraph which might result in an indemnity payment to settlement of the Seller pursuant to Section 7.2Tax Claim reduces or limits, or has the effect of reducing or limiting, the Purchaser shall control all proceedings in accordance with provisions use of any net operating losses, net capital losses or other Tax benefits that are parallel attributable to those in any Pre-Closing Tax Period and that may be allocated to any of the first preceding paragraphCompanies and such settlement would not otherwise have an adverse effect on Purchaser or the Companies.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 9.01, Buyer shall promptly notify the Tax Indemnifying Party Seller in writing of such claim (a "TAX Claim"). If notice of a Tax Claim is not given to Seller within a reasonably sufficient period of time to allow the Tax Indemnifying Party Seller or its Affiliates to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Seller of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , Seller shall not affect the Tax Indemnifying Party's obligation under Section 7.1be liable to any Buyer Indemnitee, except to the extent that the Tax Indemnifying Party Seller's (or any of its Affiliates') position is materially actually prejudiced by such failure to give prompt notice. (b) as a result thereof. With respect to any Tax Claim which might result in an indemnity payment (other than a Tax Claim relating solely to the Purchaser pursuant to Section 7.1(aTaxes for a Straddle Period), the Seller or its Affiliates shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Seller shall provide Buyer with copies of all material documents with respect to the aforementioned Tax claims. Seller or its Affiliates and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes for a Straddle Period. Buyer, the Company and each of their respective Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other party's request) the provision 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller In no case shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Buyer Indemnitee settle or otherwise compromise any Tax Claim without Seller's prior written consent (which consent may not described in be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of the preceding paragraph Transferred Subsidiaries for a Straddle Period without the other party's prior written consent (which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphconsent may not be unreasonably withheld).

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim Taxing Authority for which the Seller is received by a Tax Indemnified Partyor may be liable pursuant to this Agreement, such Tax Indemnified Party the Buyer shall promptly notify the Tax Indemnifying Party Seller in writing of receipt by the Buyer of notice of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice”). (b) With respect to any Tax Claim which might result in an indemnity payment relating to the Purchaser pursuant to Section 7.1(a)a Pre-Closing Period, the Seller Seller, at the Seller’s expense, shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting and the foregoingBuyer shall execute or cause to be executed powers of attorney or other documents reasonably requested by the Seller to enable the Seller to take all actions desired by the Seller with respect to such Tax Claim. The Seller shall permit the Buyer to participate in (but not control), at the Buyer’s sole cost and expense, such proceeding through counsel chosen by the Buyer and shall keep the Buyer reasonably informed as to the status of such proceeding. The Seller may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect theretoto such Tax Claim relating to a Pre-Closing Period, and maymay initiate any claim for refund, in their sole discretionfile any amended return, either pay or take any other action which is deemed appropriate by the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest Seller with respect to such Tax Claim. If Notwithstanding the Seller elects to control a contest pursuant to this Section 7.2foregoing, the Seller and the Buyer shall keep jointly control all proceedings in connection with any Tax Claim relating solely to Taxes for a Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by the Purchaser advised Buyer and 50% by the Seller. No Party shall pursue settle a Tax Claim relating solely to Taxes of the Company or any of its Subsidiaries for a Straddle Period without the other Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such contest in good faith. (c) settlement has no adverse effect on the other Party). With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment relating to the Seller pursuant to Section 7.2a Pre-Closing Period or a Straddle Period, the Purchaser Buyer, at the Buyer’s expense, shall control all proceedings taken in accordance connection with provisions such Tax Claim. (c) The Buyer and its Affiliates (including after the Closing, the Company and its Subsidiaries), on the one hand, and the Seller, on the other hand, shall reasonably cooperate with each other in contesting any Tax Claim relating to a Pre-Closing Period or a Straddle Period, which cooperation shall include the retention and, at the contesting Party’s request and expense, the provision of records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If one party is responsible for the payment of Taxes pursuant to Section 7.01 of this Agreement (the “TAX INDEMNIFYING PARTY”), and the other party to this Agreement (the “TAX INDEMNIFIED PARTY”) receives a notice of any Tax Claim is received by deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a Tax Indemnified Party“TAX CLAIM”) with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within in accordance with the procedures set forth in Section 7.04(a). (ii) The Tax Indemnifying Party, at its own cost and expense, shall assume and control the applicable audit or examination and the defense of a reasonably sufficient period Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 7.01 of time this Agreement, and the Tax Indemnified Party and its Affiliates agree to allow cooperate with the Tax Indemnifying Party effectively in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to participate in the contest or to contest such Tax Claimcontrary contained herein, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of shall keep the Tax Claim, and provide copies Indemnified Party informed of all correspondence material developments and documents received by it from events relating to such Tax Claim and the relevant Taxing Authority Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to participate in connection with (but not control) the applicable audit or related to examination and defense of such Tax Claim. Failure to give prompt notice of a In no case shall any Tax Indemnified Party settle or otherwise compromise any Tax Claim hereunder shall not affect without the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any ’s prior written consent. Neither party shall settle a Tax Claim which might result in an indemnity payment relating solely to Income Taxes of the Purchaser pursuant to Section 7.1(a), the Seller shall at Company or any of its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ Subsidiaries for a refund where applicable law permits such refund suits or contest such Tax Claim. If Straddle Period without the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithother party’s prior written consent. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by Taxing Authority or other Person asserts a Tax Indemnified PartyClaim, such Tax Indemnified then the Party shall promptly notify the Tax Indemnifying Party in writing first receiving notice of such Tax Claim within a reasonably sufficient period promptly shall provide written notice of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and Claim to the other Parties; provided that that the failure of any Party to give such prompt notice of any such Tax Claim shall not relieve a Party of any of its obligations under this Section 8.10. Such notice shall specify in reasonable detail to apprise the basis for such Tax Indemnifying Party Claim and shall include a copy of the nature of the Tax Claim, and provide copies of all any relevant correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticeother Person. (b) Each Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes set forth in Section 8.9(a). In order to defend or prosecute any such Tax Claim, such Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within 30 days after (i) the date on which such Seller receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which such Seller delivered to Buyer notice of any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice from a Taxing Authority or any other Person). With respect to any Tax Claim as to which might result in such Seller has provided an indemnity payment Election Notice to the Purchaser pursuant to Section 7.1(a)Buyer, the such Seller shall at its election control all audits and proceedings taken in connection with defend or prosecute such Tax Claim andby all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by such Seller to a Final Determination; provided that Seller shall not, without limiting the foregoingprior written consent of Buyer, may which consent shall not be unreasonably withheld, enter into any compromise or settlement of such Tax Claim that would result in their sole discretion any Tax detriment to any Tax Indemnitee. Such Seller shall inform Buyer of all developments and at their sole expense pursue or forego any and events relating to such Tax Claim (including providing to Buyer copies of all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest written materials relating to such Tax Claim. If , provided the publication of such documentation would not cause such Seller elects to control a contest pursuant waive all privileges in connection therewith), and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to this Section 7.2attend, the Seller shall keep the Purchaser advised but not participate in or control, all conferences, meetings and shall pursue proceedings relating to such contest in good faithTax Claim. (c) With If, with respect to any Tax Claim with respect to Taxes set forth in Section 8.9(a), any Seller fails to deliver an Election Notice to Buyer within the period provided in Section 8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not described the obligation) to defend or prosecute such Tax Claim, at the sole cost, expense and risk of Sellers. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Sellers shall cooperate in the preceding paragraph which might result good faith with Buyer and its authorized Representatives in an indemnity payment order to the contest effectively such Tax Claim. A Seller may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Claim controlled by Buyer pursuant to this Section 7.28.10(c), and shall bear its own costs and expenses with respect thereto. In the Purchaser case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this Section 8.10(c), Buyer shall control be entitled upon demand, but no later than five Business Days from the request, to prompt payment from such Seller for any and all proceedings costs and expenses (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim) incurred by Buyer in accordance connection with provisions that are parallel the investigation, defense or prosecution of such Tax Claim, in each case on a Grossed-Up Basis. (d) If, with respect to those any Tax Claim with respect to Taxes set forth in Section 8.9(c), any Seller Indemnitee suffers any Loss, then such Seller Indemnitee shall be entitled upon demand, but no later than five Business Days from the first preceding paragraphrequest, to prompt payment from the Tax Indemnitees for any and all costs and expenses (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting the Tax Claim) incurred by such Seller Indemnitee in connection with the investigation, defense or prosecution of such Tax Claim, in each case on a Grossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the any Purchaser Indemnitee pursuant to Section 7.1(a10.02(a), Purchaser shall promptly notify Parent of such claim (a “Tax Claim”). Failure to give notice of a Tax Claim to Parent within a sufficient period of time and in reasonably sufficient detail to allow Parent to effectively contest such Tax Claim shall affect the Seller liability of Parent to any Purchaser Indemnitee only to the extent that Parent’s position is actually and materially prejudiced as a result thereof. (b) Parent shall at its election control all audits and proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or any Subsidiary for a Pre-Closing Tax Period, and may make all decisions in connection with such Tax Claim; provided, however, that (i) Purchaser and counsel of its own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (ii) Parent shall not settle any such Tax Claim and, without limiting the foregoing, may prior written consent of Purchaser (not to be unreasonably withheld). Parent and Purchaser shall jointly control all proceedings taken in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences connection with any Taxing Authority with respect theretoTax Claim relating solely to Taxes of the Company or any Subsidiary for a Straddle Period, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest neither party shall settle any such Tax Claim. If Claim without the Seller elects prior written consent of the other party (not to be unreasonably withheld); provided, however, that Purchaser and its Affiliates shall have sole control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue of any such contest in good faith. (c) With Tax Claim arising with respect to any Tax Claim not described in Return filed by Purchaser or an Affiliate (other than the preceding paragraph which might result in Company or any Subsidiary) on an indemnity payment to the Seller pursuant to Section 7.2affiliated, the consolidated, combined or unitary group basis. Purchaser shall control all proceedings in accordance with provisions that are parallel respect to those in the first preceding paragraphall other Tax Claims.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyGovernmental Authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to the Buyer or its affiliates pursuant to Section 6.5, the Buyer shall promptly notify the Tax Indemnifying Party Seller in writing of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice”). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole its reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. All costs and expenses incurred in connection with such Tax Claimproceedings shall be borne by the Seller. If In the event that the Seller elects not to control a contest pursuant to this Section 7.2such proceedings, the Buyer shall control such proceedings and the Seller shall bear all of the Buyer’s reasonable costs and expenses in connection therewith. Notwithstanding the foregoing, the Seller and the Buyer shall keep jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes for a Straddle Period. Neither party shall settle a Tax Claim relating solely to Taxes of the Purchaser advised Sold Companies or the Subsidiaries for a Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall pursue be considered to be unreasonable withheld if such contest in good faithsettlement has no adverse effect on the other party). (c) With respect to The Buyer and its affiliates (including after the Closing, the Sold Companies, the Venture Entities and the Subsidiaries), on the one hand, and the Seller and its subsidiaries, on the other hand, shall cooperate with each other in contesting any Tax Claim not described in the preceding paragraph Claim, which might result in an indemnity payment to the Seller pursuant to Section 7.2cooperation shall include, without limitation, the Purchaser shall control all retention and, at the contesting party’s request and expense, the provision 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 or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a notice of any Tax Claim is received by a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under this Section 12.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the Tax Claim, and provide copies relevant portion of all correspondence and documents any notice or other document received by it from the relevant any Taxing Authority in connection and communications with or related any Taxing Authority relating to such Tax Claim. Failure Controversy; provided, however, that a failure to give prompt such notice of a Tax Claim hereunder shall will not affect the Tax Indemnifying Party's obligation such other party’s rights to indemnification under Section 7.1this Article XII, except to the extent that such party is actually prejudiced thereby. In the event that after the First Closing Date or, in the case of TLM Philippines, the Second Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party is materially prejudiced by pursuant to Section 12.07(a), such failure Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party, provided that the Tax Indemnified Party has complied with the provisions of this Section 12.07(e) and has given documentation to give prompt noticethe Tax Indemnifying Party establishing the fact and the amount of payment. (bii) With Except as otherwise provided in this Section 12.07(e)(ii), after the First Closing Date or, in the case of TLM Philippines, the Second Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities or the Transferred Assets. In the case of a Contest after the applicable Closing Date that relates solely to Taxes for a Pre-Closing Tax Claim which might result Period, Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but Purchaser shall have the right to participate in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the such Tax Controversy at its own expense. Seller shall not settle, compromise and/or concede any portion of such Tax Controversy without obtaining Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of a Tax Controversy with respect to a Straddle Period, Purchaser may elect to control the handling, settling or contesting of any such Tax Controversy, but Seller shall have the right to participate in such Tax Controversy at its election control all audits and proceedings taken in connection with own expense. Purchaser shall not settle, compromise and/or concede any portion of such Tax Claim andControversy without obtaining Seller’s written consent, without limiting the foregoingwhich consent shall not be unreasonably withheld, may in their sole discretion and at their sole expense pursue delayed or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the conditioned. The Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller Indemnifying Party shall keep the Purchaser advised Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Transferred Entities or Transferred Assets and shall pursue such contest consider in good faithfaith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of written claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Buyer or one of its affiliates pursuant to Section 7.1(a15(a), the Seller Buyer shall at promptly notify the Shareholder in writing of such claim (a "Tax Claim"). If notice of a Tax Claim ("Tax Notice") received by the Buyer, the Company or any of its election Subsidiaries after the Closing Date is not given to the Shareholder within a sufficient period of time to allow the Shareholder to effectively contest such Tax Claim (provided, that in no event will such period be less than 20 business days), the Shareholder shall not be liable to the Buyer or any of its affiliates to the extent that the Shareholder's position is actually prejudiced as a result thereof. With respect to any Tax Claim (except to the extent it relates to Taxes of the Company and its Subsidiaries for a Straddle Period), the Shareholder shall control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided that the Shareholder shall take no position that would adversely affect the Company and its Subsidiaries after the Closing Date. The Shareholder and the Buyer shall jointly control all proceedings taken in connection with any Tax Claim to the extent it relates to Taxes of the Company and its Subsidiaries for a Straddle Period. The Buyer, the Company and its Subsidiaries and each of their respective affiliates shall cooperate with the Shareholder in contesting any Tax Claim at the expense of the Shareholder, which cooperation shall include, without limitation, the retention and (upon the Shareholder's request) the provision to the Shareholder 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. If In no case shall the Seller elects to control a contest pursuant to this Section 7.2, Buyer or the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to Company settle or otherwise compromise any Tax Claim without the Shareholder's prior written consent, which consent shall not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphbe unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (a) If a one party is responsible for the payment of Taxes pursuant to Section 11.01 81 (the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the "TAX INDEMNIFIED PARTY") receives notice of any Tax Claim is received by deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a Tax Indemnified Party"TAX CLAIM") with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect , the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or, except any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim Claim, for which might result in an indemnity payment the Tax Indemnified Party has not waived its rights to the Purchaser pursuant to Section 7.1(a)indemnification for Taxes under this Agreement, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue ▇▇▇ for r a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that in the case of a Tax Claim relating solely to Taxes with respect to any Clairol Entity for a Straddle Period, Seller and Buyer shall jointly control all proceedings taken in connection with any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) In no case shall Buyer, the Buyer Subsidiaries, the Clairol Entities or any of their respective 82 officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim not described in without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the preceding paragraph which might result in an indemnity payment to Company or the Seller pursuant to Section 7.2, Clairol Subsidiaries for a Straddle Period without the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by a Tax Indemnified PartyAcquiror or Shareholder, such Tax Indemnified Party as the case may be, shall promptly notify the Tax Indemnifying Party other in writing of such the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authority which may affect the liability of the other party under this Section 11.1 (each, a "Tax Claim"). Such notice shall describe the ------------ --------- asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the other party within a reasonably sufficient period of time to allow the Tax Indemnifying Party other party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party other party of the nature of the Tax ClaimClaim or if an indemnified party otherwise fails to follow the requirements of this Section 11.8, and provide copies the amount of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related any indemnity ------------ payment pursuant to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder Section 11.1 shall not affect the Tax Indemnifying Party's obligation under Section 7.1be reduced, except to the extent that the Tax Indemnifying Party other ------------ party is materially harmed or its position is actually prejudiced by such failure to give prompt notice. (b) as a result thereof. With respect to any Tax Claim which might result in an indemnity payment relating to Target for any period prior to the Purchaser pursuant Effective Time, at Shareholder's election (to Section 7.1(abe made not later than 10 business days following Shareholder's receipt of a notification from Acquiror that (i) Surviving Entity has received from a taxing authority a first offer of settlement or (ii) Surviving Entity proposes to make a first offer of settlement to a taxing authority), except as set forth herein, Shareholder shall have the Seller shall at sole right to represent Shareholder's or Target's interest(s) in any Tax audit or administrative or court proceeding and to employ counsel of its election control all audits and proceedings taken in connection with such Tax Claim choice, and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect theretothereto (collectively, "Tax Proceedings"), and --------------- may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided however, that Acquiror shall have the sole right to -------- ------- represent the Surviving Entity's interest in any Tax Proceedings related to all Taxes for the period after the Effective Date, including, but not limited to, any period after the Effective Date and before the Effective Time, and Shareholder's right to control any Tax Proceedings relating to Taxes for the period after the Effective Date and before the Effective Time shall be limited to those issues and matters affecting Income Taxes relating to the Target for such periods. Acquiror shall cooperate fully with Shareholder (including, but not limited to, by granting to Shareholder a power of attorney reasonably necessary to represent Target in any such audit or proceeding and by causing Target, at Shareholder's reasonable request, to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which Shareholder controls pursuant hereto), timely make available to Shareholder all data and other information reasonably requested by Shareholder in connection with such Tax Proceedings and make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at Tax Proceedings relating to such Tax Claim. If Subject to the Seller elects to foregoing, Shareholder shall have sole control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest of all Tax Proceedings undertaken in good faith. (c) With respect to connection with any Tax Claim not described in the preceding paragraph which might result in an indemnity payment relating to the Seller pursuant Taxes of the Target for the period prior to Section 7.2the Effective Time, and Acquiror and Surviving Entity shall have sole control of all Tax Proceedings undertaken in connection with any Tax Claim relating to the Purchaser Taxes of the Surviving Entity after the Effective Time; provided, however, that neither the Shareholder nor -------- ------- any of its respective officers, directors, employees, stockholders, agents or representatives will settle or otherwise compromise any Tax Claim which includes a position not consistent with prior Tax practice of the Target and which may have an adverse effect upon the Acquiror's Taxes without the prior written consent of Surviving Entity, which shall control all proceedings in accordance with provisions that are parallel not be unreasonably withheld or delayed. In no case shall Acquiror, Surviving Entity or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim relating to those in any period prior to the first preceding paragraphEffective Date without the prior written consent of Shareholder, which shall not be unreasonably withheld or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnified PartyIndemnitee"), such the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a reasonably sufficient period of time to allow the Tax Indemnifying Party Indemnitor to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a , the Tax Claim hereunder Indemnitor shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnitor shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not admit liability or settle, compromise or discharge a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed; provided, however, that the failure of the Tax Indemnitor to give such notice to the Tax Indemnitee shall not affect the indemnification provided hereunder except to the extent the Tax Indemnitee shall have been actually prejudiced as a result of such failure. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim. If the Seller elects to control , and making employees available on a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described mutually convenient basis in the preceding paragraph which might result manner in an indemnity payment Section 8.6 to the Seller pursuant provide additional information or explanation of any material provided hereunder or to Section 7.2, the Purchaser shall control all testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Taxing Authority for which the Partners are or may be liable pursuant to this Agreement, Regency shall notify the Partners in writing within 10 Business Days of receipt by Regency of notice of any Tax Claim is received by such claim (a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such “Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice”). (b) With respect to any such Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Partners, at the Partners’ expense, shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel). The Partners shall permit Regency to participate in (but not control), without limiting at Regency’s sole cost and expense, such proceeding through counsel chosen by Regency and shall keep Regency reasonably informed as to the status of such proceeding. Notwithstanding the foregoing, may the Partners and Regency shall jointly control all proceedings in their sole discretion and at their sole expense pursue or forego connection with any Tax Claim relating solely to Taxes for a Straddle Period, and all administrative appeals, proceedings, hearings costs and conferences with any Taxing Authority with respect theretoexpenses related to such proceedings shall be borne 50% by Regency and 50% by the Partners. No Party shall settle a Tax Claim relating solely to Taxes of CDM for a Straddle Period without the other Party’s prior written consent, and may, in their sole discretion, either pay the Partners shall not settle a Tax claimed and ▇▇▇ Claim for a refund where applicable law permits Pre-Closing Period without Regency’s prior written consent (neither of which consents may be unreasonably withheld, conditioned or delayed; and each of which consents shall be considered to be unreasonably withheld if such refund suits or contest such Tax Claim. If settlement has no adverse effect on the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithother Party). (c) With respect to Regency and its Affiliates (including after the Closing, the Surviving Company), on the one hand, and the Partners, on the other hand, shall cooperate with each other in contesting any Tax Claim not described in Claim, which cooperation shall include the preceding paragraph which might result in an indemnity payment to retention and, at the Seller pursuant to Section 7.2contesting Party’s request and expense, the Purchaser shall control all proceedings in accordance with provisions provision of records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made to an indemnified party by any Tax Claim is received taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 9.01 (a "TAX CLAIM") by a Tax Indemnified Partyany indemnifying party, such Tax Indemnified Party the indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Partyrights of the indemnified party, any of its Affiliates or any of its respective officers, directors, employees, stockholders, agents or representatives, to indemnification unless the indemnifying party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party position is materially prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment relating to a Pre-Closing Tax Period (other than a Tax Claim relating solely to Taxes of the Purchaser pursuant to Section 7.1(aCompany for a Straddle Period), the Seller shall at its election control all audits or proceedings taken in connection with such Tax Claim; PROVIDED, HOWEVER, that the Buyer shall have the right to participate in any such audit or proceeding to the extent that any such audit or proceeding may affect the Tax liability of the Buyer, any of its Affiliates or the Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without the prior written approval of the Buyer, neither the Seller nor any Affiliate of the Seller shall agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in any such audit or proceeding, or otherwise agree or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement may affect the Tax liability of the Buyer, any of its Affiliates, or the Company for any period ending after the Closing Date. If during and because of the audits or proceedings taken in connection with such Tax Claim andit proves necessary to file a bank guarantee, without limiting Seller shall bear the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant costs relating to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithbank guarantee. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. Notwithstanding the provisions of Section 10.3 hereof, if, after the Closing Date, any Indemnified Party receives any notice, letter, correspondence, claim or decree relating to Taxes from any taxing authority (a“Tax Notice”) If a notice and, upon receipt of any Tax Claim is received by a Tax Indemnified Party, such Tax Notice, believes it has suffered or potentially could suffer any Damages relating to Taxes, the Indemnified Party shall promptly notify deliver such Tax Notice to the Indemnifying Party; provided, however, that the failure of the Indemnified Party to provide the Tax Notice to the Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying indemnification rights of Indemnified Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such the Indemnified Party’s failure to give prompt notice. (b) With respect deliver such Tax Notice. Notwithstanding the provisions of Section 10.3, the Indemnifying Party shall have the right to handle, defend, conduct and control any Tax Claim which might result audit or other proceeding involving the Company that relates to such Tax Notice, but the Indemnified Party shall have the right to participate in an indemnity payment such Tax audit or proceeding at its own expense. The Indemnifying Party shall also have the right to compromise or settle any such Tax audit or other proceeding that it has the authority to control pursuant to the Purchaser pursuant preceding sentence subject to Section 7.1(a)the Indemnified Party’s consent, the Seller which consent shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claimnot be unreasonably withheld. If the Seller elects Indemnifying Party fails within a reasonable time after notice to control a contest pursuant to this Section 7.2defend any such Tax Notice or the resulting audit or proceeding as provided herein, the Seller Indemnifying Party shall keep be bound by the Purchaser advised and shall pursue such contest results obtained by the Indemnified Party in good faithconnection therewith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which if successful might result in an indemnity payment to the Purchaser Buyer pursuant to Section 7.1(a)11.01 (a “Tax Claim”) to the party receiving notice of such Tax Claim, such party shall promptly notify the other party of such Tax Claim in writing and in reasonable detail. If notice of a Tax Claim is not given to such other party within fifteen (15) days, such other party shall not be liable in respect of such Tax Claim to the extent that such other party’s position is actually prejudiced as a result thereof. With respect to any Tax Claim relating to a taxable period that ends on or before the Closing Date, Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole discretion, may either pay the Tax claimed and ▇▇▇ for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that with respect to any such Tax Claim. If Claim that could potentially affect Tax liabilities of Buyer or the Company or the 59 Company Subsidiaries for any Post-Closing Tax Period, Seller elects to control a contest pursuant to this Section 7.2, the Seller shall will keep the Purchaser advised Buyer informed of all material developments and shall pursue such contest in good faithevents. (cb) With respect to any Tax Claim not described in relating to a taxable period that ends after the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2Closing Date (including any Straddle Period), the Purchaser Buyer shall control all proceedings taken in accordance connection with provisions such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may either pay the Tax claimed and ▇▇▇ for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that with respect to any such Tax Claim that could potentially affect Tax liabilities of Seller or the Company or the Company Subsidiaries for any Pre-Closing Tax Period, Buyer will keep Seller informed of all material developments and events. (c) Buyer and the Company and each of their respective Affiliates shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon request) the provision to the other party of records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim for Taxes shall be made by any Tax Claim is received by a Tax Taxing Authority in writing, which, if successful, might result in an indemnity payment pursuant to Section 5.4.11, the Buyer ("Indemnified Party") shall, within 90 days of such Tax Indemnified Party shall promptly written claim, notify the Tax Seller ("Indemnifying Party Party") in writing of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such "Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice"). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Buyer Indemnitees thereof pursuant to Section 7.1(a5.4.11, except as provided in the final sentence of this (b), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their its sole discretion and at their its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2In connection with such proceedings, the (i) Seller shall keep the Purchaser advised Buyer informed of all significant developments and events relating to such Tax Claim and (ii) the Buyer shall pursue have the right to participate in (but not control) any such proceedings. The Buyer shall cooperate with Seller and Holdco in contesting such Tax claim. The contest in good faith. (c) With respect to of any Tax Claim not described in the preceding paragraph that relates to (A) Taxes which might result in an indemnity payment to are being shared by the Seller and Buyer pursuant to Section 7.25.4.2, (B) Taxes for a Straddle Period of the Purchaser Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other than Taxes with respect to a Tax Return described in (a)(v) of Section 5.4.5) shall control all proceedings in accordance with provisions that are parallel to those in be jointly controlled by the first preceding paragraphBuyer and Seller.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by Taxing Authority or other Person asserts a Tax Indemnified PartyClaim, such Tax Indemnified then the Party shall promptly notify the Tax Indemnifying Party in writing hereto first receiving notice of such Tax Claim within a reasonably sufficient period promptly shall provide written notice of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and Claim to the other Party hereto; provided that the failure of Buyer to give such prompt notice to Sellers of any such Tax Claim shall not relieve Sellers of any of its obligations under this Section 9.9. Such notice shall specify in reasonable detail to apprise the basis for such Tax Indemnifying Party Claim and shall include a copy of the nature of the Tax Claim, and provide copies of all any relevant correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticeother Person. (b) Sellers shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes set forth in Section 9.8(a). In order to defend or prosecute any such Tax Claim, Sellers shall notify Buyer that it elects to defend or prosecute such Tax Claim ("Election Notice") within 30 days after (i) the date on which Sellers receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which Sellers delivered to Buyer notice of any such Tax Claim (with respect to Tax Claims as to which Sellers first received notice from a Taxing Authority or any other Person). With respect to any Tax Claim as to which might result in Sellers has provided an indemnity payment Election Notice to the Purchaser pursuant to Section 7.1(a)Buyer, the Seller Sellers shall at its election control all audits and proceedings taken in connection with defend or prosecute such Tax Claim andby all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Sellers to a Final Determination; provided that Sellers shall not, without limiting the foregoingprior written consent of Buyer, may enter into any compromise or settlement of such Tax Claim that would result in their sole discretion any Tax detriment to any Tax Indemnitee. Sellers shall inform Buyer of all developments and at their sole expense pursue or forego any and events relating to such Tax Claim (including providing to Buyer copies of all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest written materials relating to such Tax Claim. If ), and Buyer or its authorized representatives shall be entitled, at the Seller elects expense of Buyer, to control a contest pursuant attend, but not participate in or control, all conferences, meetings and proceedings relating to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithTax Claim. (c) With If, with respect to any Tax Claim, Sellers fails to deliver an Election Notice to Buyer within the period provided in Section 9.9(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not described the obligation) to defend or prosecute such Tax Claim, at the sole cost, expense and risk of Sellers. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Sellers shall cooperate in the preceding paragraph which might result good faith with Buyer and its authorized representatives in an indemnity payment order to the Seller contest effectively such Tax Claim. Sellers may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Claim controlled by Buyer pursuant to this Section 7.29.9(c), and shall bear its own costs and expenses with respect thereto. In the Purchaser case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this Section 9.9(c), Buyer shall control be entitled upon demand to prompt payment from Sellers for any and all proceedings costs and expenses incurred by Buyer in accordance connection with provisions that are parallel to those such defense or prosecution (including attorneys', accountants', and experts' fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in the first preceding paragrapheach case on a Grossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 7.06, Purchaser (in the case of any Tax Claim is received by claim in respect of which a Tax Indemnified Party, such Tax Purchaser Indemnified Party might be indemnified) or Seller (in the case of any claim in respect of which a Seller Indemnified Party might be indemnified) shall promptly notify the Tax Indemnifying Party Seller or Purchaser, as applicable, in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given in accordance with the preceding sentence within a reasonably sufficient period of time to allow the Tax Indemnifying Party party entitled to such notice to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , such party shall not affect the Tax Indemnifying be liable to any Purchaser Indemnified Party or Seller Indemnified Party's obligation under Section 7.1, except as applicable, to the extent that the Tax Indemnifying Party such party’s position is materially prejudiced by such failure to give prompt noticeas a result thereof. (bii) With Subject to the next sentence, with respect to any Tax Claim which might result in an indemnity payment relating solely to Taxes of either of the Purchaser pursuant to Section 7.1(a)Companies for a Pre-Closing Tax Period, the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇s▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described relating to Taxes of either of the Companies for a Straddle Period, or for any other period in respect of which Seller and Purchaser each are responsible for a portion of the applicable Taxes under Section 7.06(a) and 7.06(b) (A) each party may participate in all proceedings taken in connection with such Tax Claim, at its expense, and (B) the proceedings taken in connection with such Tax Claim shall be controlled jointly by Seller and Purchaser. Subject to the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2sentence, the Purchaser shall control all administrative and judicial proceedings in accordance connection with provisions that are parallel any Tax Claim relating to those a Tax for which indemnification may be sought under Section 7.06(b). (iii) In no case shall any Purchaser Indemnified Party settle or otherwise compromise any Tax Claim in respect of Taxes for which indemnification may be sought under Section 7.06(a) without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Neither party shall settle a Tax Claim relating solely to Taxes of either of the first preceding paragraphCompanies for a Straddle Period without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, in no case shall any Seller Indemnified Party settle or otherwise compromise any Tax Claim without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement or compromise relates to Taxes for which indemnification may be sought under Section 7.06(b) or could result in an increase in any Taxes of a Purchaser Indemnified Party for which Seller is not responsible under Section 7.06(a).

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim relating to Taxes shall be made against any Tax Claim is received indemnified party (the “tax indemnified party”) by a Tax Indemnified Partyany taxing authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to any tax indemnified party pursuant to Article X, the tax indemnified party shall promptly notify the Tax Indemnifying Party other party (the “tax indemnifying party”) in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the tax indemnifying party within a reasonably sufficient period of time to allow the Tax Indemnifying Party tax indemnifying party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party tax indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure , the tax indemnifying party shall remain liable to give prompt notice of a Tax Claim hereunder the tax indemnified party; provided, however, that the tax indemnifying party shall not affect the Tax Indemnifying Party's obligation have no liability under Section 7.1, except 10.03 to the extent that the Tax Indemnifying Party is it has been actually and materially prejudiced by such failure to give prompt noticefailure. (b) With respect to any Tax Claim which might result in an indemnity payment that relates to the Purchaser pursuant to Section 7.1(a)a Pre-Closing Tax Period, the Seller tax indemnifying party shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel reasonably acceptable to the tax indemnified party) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest the Tax Claim in any permissible manner. In no case shall any tax indemnified party settle or otherwise compromise any such Tax ClaimClaim without the tax indemnifying party’s prior written consent nor shall any tax indemnifying party settle or otherwise compromise any such Tax Claim that may adversely affect the Tax liability of the tax indemnified party or any Affiliate thereof without the tax indemnified party’s prior written consent (not to be unreasonably withheld). If However, in the Seller elects to control case of a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With Tax Claim with respect to any amounts for which Seller could be liable under Section 10.03(a) and that relate to a Straddle Period or a Post-Closing Tax Period, (i) neither party shall control the proceedings and each party shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim not described in and (ii) neither party shall settle any such Tax Claim without prior written consent of the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to a party (the Purchaser "First Party"), one of its Affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 7.1(a)9.4, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of such claim, give notice to the other party (the "Second Party") in writing of such claim (a "Tax Claim"); provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. With respect to any Tax Claim relating to any Pre-Closing Tax Period or any Straddle Period, the applicable Seller shall at its election control all audits proceedings and proceedings may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed (with its own funds) and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that to the extent that the settlement of an issue raised in such Tax Claim. If a proceeding could materially affect the Seller elects to control a contest pursuant to this Section 7.2liability for Taxes of Buyer or an IPC Entity for any period ending after the Closing Date, the applicable Seller shall not settle such issue without the consent of Buyer, which shall not be unreasonably withheld. The applicable Seller shall keep Buyer informed of the Purchaser advised progress of any such Tax Claim and proceeding. The Buyer shall pursue such contest in good faith. (c) With control all proceedings with respect to any Tax Claim not described in relating to a taxable period beginning after the preceding paragraph which might result in an indemnity payment Closing Date; provided, however, that to the extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of the applicable Seller pursuant to Section 7.2or an IPC Entity for any Pre-Closing Tax Period (or portion thereof), the Purchaser Buyer shall control all not settle such issue without the consent of the applicable Seller, which shall not be unreasonably withheld. The Buyer shall keep the applicable Seller informed of the progress of any such Tax Claim and proceeding. The Seller, the Buyer, each of the Companies (as applicable) and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, upon the request of the party or parties controlling proceedings in accordance with provisions that relating to such Tax Claim, the provision to such party or parties of records and information which are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to a party (the Purchaser "First Party"), one of its affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 7.1(a)12.1, the Seller First Party shall at its election promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the other party (the "Second Party") in writing of such claim (a "Tax Claim"); provided, however, the failure of the First Party to give such notice 100 105 shall not affect the indemnification provided hereunder except to the extent the Second Party has been actually prejudiced as a result of such failure (except the Second Party shall not be liable for any expenses incurred during the period in which the First Party failed to give such notice). With respect to any Tax Claim relating to a Pre-Closing Tax Period for which Bord▇▇ ▇▇▇ indemnified MergerCo, Bord▇▇ ▇▇▇ll control all audits proceedings and proceedings may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue ▇▇▇ for a refund where applicable law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described related to a Post-Closing Tax Period or with respect to which MergerCo has otherwise indemnified Bord▇▇, ▇▇rgerCo shall control proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or sue ▇▇▇ a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, or to a Tax Claim for which both parties may be obligated, Bord▇▇ ▇▇▇ MergerCo shall jointly participate in the preceding paragraph which might result resolution of such Tax Claim and shall each proceed in an indemnity payment good faith to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.achieve a mutually agreeable result. 106

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (athe “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 9.6.2.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇s▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If , further provided, that in the Seller elects to control a contest pursuant to this Section 7.2, case of the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to settlement of any Tax Claim not described in that can be reasonably expected to impact the preceding paragraph which might result in an indemnity payment to Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the Seller pursuant to Section 7.2, prior written consent of the Purchaser shall control all be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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 or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in such Tax Claim. 9.6.2.4 In no case shall the first preceding paragraphTax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim for Taxes shall be made by any Tax Claim is received by a Tax Taxing Authority in writing, which, if successful, might result in an indemnity payment pursuant to Section 5.4.11, the Buyer ("Indemnified Party") shall, within 90 days of such Tax Indemnified Party shall promptly written claim, notify the Tax Seller ("Indemnifying Party Party") in writing of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such "Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice"). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Buyer Indemnitees thereof pursuant to Section 7.1(a5.4.11, except as provided in the final sentence of this (b), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their its sole discretion and at their its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2In connection with such proceedings, the (i) Seller shall keep the Purchaser advised Buyer informed of all significant developments and events relating to such Tax Claim and (ii) the Buyer shall pursue have the right to participate in (but not control) any such proceedings. The Buyer shall cooperate with Seller and Holdco in contesting such Tax claim. The contest in good faith. (c) With respect to of any Tax Claim not described in the preceding paragraph that relates to (A) Taxes which might result in an indemnity payment to are being shared by the Seller and Buyer pursuant to Section 7.25.4.2, (B) Taxes for a Straddle Period of the Purchaser Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other than Taxes with respect to a Tax Return described in (a)(v) of Section 5.4.5) shall control all proceedings in accordance with provisions that are parallel to those in be jointly controlled by the first preceding paragraphBuyer and Seller.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the any Purchaser Indemnitee pursuant to Section 7.1(a8.1, Parent shall promptly notify Seller in writing of such claim (a Tax Claim) within 20 Business Days. (ii) Subject to Section 8.6(d)(iv), with respect to any Tax Claim relating to Taxes of the Seller Company or any Subsidiary, Parent, the Company and/or any such Subsidiary shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Applicable Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner. If Seller may at its own cost and expense retain its own tax advisor or counsel to monitor or preserve its interest in any proceeding taken in connection with any Tax Claim relating to the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithPre-Closing Tax Period. (ciii) With Parent and the Company shall cooperate with Seller to enable Seller to monitor any proceeding or to preserve its interest with respect to any Tax Claim relating to the Pre-Closing Tax Period, such cooperation shall include the retention and (upon Seller’s request) the provision to Seller 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) In no case shall any Purchaser Indemnitee pay, settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period without the prior written consent of Seller (which shall not described in be unreasonably withheld). Neither party shall settle a Tax Claim Table of Contents relating solely to Taxes of the preceding paragraph Company without the other party’s prior written consent (which might result in shall not be unreasonably withheld) to the extent any portion of the Tax Claim would not give rise to an indemnity payment obligation under this Section 8 on the part of the party seeking to settle the Seller pursuant to Section 7.2, Tax Claim and the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in settlement of such Tax Claim would impact the first preceding paragraphTax liability or Tax indemnity obligation of the other party.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing authority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser or one of its affiliates pursuant to Section 7.1(a7.4, the Purchaser shall promptly notify the Seller in writing of such claim (a "TAX CLAIM"). If notice of a Tax Claim is not given to the Seller within a sufficient period of time to allow the Seller to effectively contest such Tax Claim, or in reasonable detail to apprise the Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Seller shall not be liable to the Purchaser or any of its Affiliates to the extent that the Seller's position is actually prejudiced as a result thereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of Gibraltar for any taxable period that includes (but does not end on) the Closing Date), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇s▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. The Seller and the Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of Gibraltar for a Straddle Period. The Purchaser and the Seller and each of their respective Affiliates shall fully cooperate with one another in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other party's request) the provision to such other 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 or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller In no case shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to settle or otherwise compromise any Tax Claim not described without the Seller's prior written consent. Nothing contained herein shall require the Purchaser to contest a Tax Claim if the Purchaser shall waive in writing the preceding paragraph which payment by the Seller of any amount that might result in an indemnity payment to otherwise be payable by the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings this Agreement in accordance with provisions that are parallel to those in the first preceding paragraphrespect of such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a1) If a notice of written claim shall be made against an indemnified party by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to any indemnified party pursuant to Section 9.01, the indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the indemnifying party within a reasonably sufficient period of time to allow the Tax Indemnifying Party indemnifying party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , the indemnifying party shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except be liable to any indemnified party to the extent that the Tax Indemnifying Party indemnifying party’s position is materially prejudiced by such failure to give prompt noticeas a result thereof. (b2) With respect to any Tax Claim which might result relating solely to Indemnified Tax Liabilities, Parent may participate in an indemnity payment and, upon written notice to Purchaser, assume the defense of any such Tax Claim, at Parent’s expense. If Parent assumes such defense, (i) Parent shall have the sole discretion as to the Purchaser pursuant to Section 7.1(a)conduct of such defense, the Seller shall at including selection of counsel and choice of forum, and Parent may, in its election control all audits and proceedings taken in connection with such Tax Claim andsole discretion, without limiting the foregoing, may in their sole discretion and at their sole expense (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, (B) either pay the Tax claimed and ▇▇▇ for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner and (ii) Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Parent. Without limiting the foregoing, Parent shall not settle any such Tax Claim. If Claim without the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep prior written consent of the Purchaser advised and shall pursue (such contest in good faith. (c) consent not to be unreasonably delayed or withheld). With respect to any Tax Claim not described involving issues relating to a potential adjustment where solely Purchaser and the Company could be liable to a Seller Indemnitee, the foregoing provisions of this Section 9.06(d)(2) shall apply such that Purchaser and the Company shall be entitled to assume the defense of the Tax Claim, subject to the limitations set forth above. In the event that issues relating to a potential adjustment for which Seller and Parent are liable are required to be contested in the preceding paragraph same Tax Claim as separate issues relating to a potential adjustment for which might result in an indemnity payment Purchaser and the Company are liable, Purchaser shall have the right, at its expense, to control the Tax Claim solely with respect to the latter issues. (3) With respect to a Tax Claim involving issues relating to a potential adjustment for which both Seller pursuant and Parent, on the one hand, and Purchaser and the Company or any Subsidiary, on the other hand, could be liable, (i) both Parent and the Purchaser may participate in the Tax Claim and (ii) the Tax Claim 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 set forth in this Section 9.06(d)(3) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 9.06(d) by Purchaser and Parent. Neither Purchaser nor its affiliates (including the Company and the Subsidiaries) may agree to settle any Tax Claim subject to this Section 7.29.06(d)(3) without the prior written consent of Parent, which consent shall not be unreasonably delayed or withheld. Neither Parent nor its affiliates may agree to settle any Tax Claim subject to this Section 9.06(d)(3) without the prior written consent of Purchaser, which consent shall not be unreasonably delayed or withheld. (4) The parties (including the Company and the Subsidiaries) shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the Purchaser shall control all retention and the provision 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 or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim shall be made by any Tax Claim Governmental Authority, for which Seller is received by a Tax Indemnified Partyor may be liable pursuant to this Agreement, such Tax Indemnified Party the Buyer shall promptly notify the Tax Indemnifying Party Seller in writing within ten (10) days of such Tax Claim within claim (a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such "Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice"). (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Seller, at Seller's expense, shall at its election control all audits and proceedings taken in connection with such Tax Claim and(including selection of counsel), without limiting the foregoing, and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all actions desired by Seller with respect to such Tax Claim. Seller may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect theretoto such Tax Claim, and maymay initiate any claim for refund, in their sole discretionfile any amended return, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest take any other action which is deemed appropriate by Seller with respect to such Tax Claim. If Notwithstanding the Seller elects to control a contest pursuant to this Section 7.2foregoing, the Seller and Buyer shall keep the Purchaser advised jointly control all proceedings in connection with any Tax Claim relating solely to Taxes for a Straddle Period, and shall pursue equally bear and pay costs and expenses related to such contest in good faithproceedings. No party shall settle a Tax Claim relating solely to Taxes of the LIG Companies for a Straddle Period without the other party's prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such settlement has no adverse effect on the other party). (c) With respect to The Buyer and its Affiliates (including after the Closing, the LIG Companies), on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Claim not described in the preceding paragraph Claim, which might result in an indemnity payment to the Seller pursuant to Section 7.2cooperation shall include, without limitation, the Purchaser shall control all retention and, at the contesting party's request and expense, the provision 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 or explanation of any material provided hereunder or to testify at proceedings in accordance with provisions that are parallel relating to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 If one Party is responsible for the payment of Taxes pursuant to Section 9.7.1 (athe “Tax Indemnifying Party”), and the other Party (the “Tax Indemnified Party”) If a receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying such Party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying such Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) 9.7.2.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If . 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Seller elects Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to control the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a contest pursuant mutually convenient basis to this Section 7.2provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.7.2.4 In no case shall the Tax Indemnified Party, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to Company or any of their respective officers, directors, employees, stockholders or Representatives settle or otherwise compromise any Tax Claim not described in without the preceding paragraph which might result in an indemnity payment Tax Indemnifying Party’s prior written consent. Neither Party shall settle a Tax Claim relating solely to Taxes of the Seller pursuant to Section 7.2, Company for a Straddle Period without the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother Party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of ---------------------------------------------------- claim shall be made by any Tax Claim is received by a Tax Indemnified Partyauthority which, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimif successful, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser Indemnified Parties pursuant to Section 7.1(a)8.5(a) or (b) hereof, the Seller Indemnified Parties shall at its election control all audits and proceedings taken in connection with notify the Indemnifying Parties promptly of such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for claim (a refund where applicable law permits such refund suits or contest such "Tax Claim. If "); provided, however, that the Seller elects failure to control give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Parties have actually been prejudiced as a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue result of such contest in good faithfailure. (cA) With respect to any Tax Claim not described in relating to a taxable period ending on or before the preceding paragraph which might result in an indemnity payment Closing Date, Seller shall have the right, at its own expense, to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings and may make all decisions taken in accordance connection with provisions such Tax Claim; provided that Buyer, and counsel of its own choosing, shall have the right, at its own expense, to participate fully in all aspects of the prosecution or defense of such Tax Claim; and provided further that Seller shall not settle any such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld; and provided further that, notwithstanding anything in this Section 8.5(c)(ii)(A) to the contrary, Seller shall have the exclusive right to make all decisions to grant or deny any waiver or extension of the applicable statute of limitation. Buyer shall deliver its consent, or any objections, within 15 business days of receipt of any settlement proposal. Buyer and the Companies shall cooperate with Seller in contesting any Tax Claim under this Section 8.5(c)(ii)(A), which cooperation shall include the retention and, upon request of Seller, the provision of records and information which are parallel reasonably relevant to those in such Tax Claim and making employees available to provide additional information or explanation of any material provided hereunder. (B) Seller and Buyer shall jointly control all proceedings with respect to any Tax Claim relating to any Straddle Period. (iii) The party bearing the first preceding paragraphliability or obligation to indemnify for any Taxes described under Section 8.5 shall be entitled to any refunds or credits of such Taxes. Buyer shall cause the Companies to promptly forward to Seller, or after Buyer's receipt reimburse Seller, for any refunds or credits due Seller (pursuant to the terms of this Section 8.5(c)(iii) and Seller shall promptly forward to the Companies or after Seller's receipt reimburse the Companies, for any refunds or credits due Buyer (pursuant to the terms of this Section 8.5(c)(iii)).

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes under Section 10.01 or is otherwise responsible under the indemnification provisions of Section 10.01 for a notice of any Loss relating to a Tax Claim is received by a (the "Tax Indemnifying Party"), and the other party to this Agreement (the "Tax Indemnified Party") receives notice or otherwise becomes aware of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes or becomes aware of such Loss, the Tax Indemnified Party shall promptly use reasonable efforts to notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period or Loss. Failure to deliver the aforementioned notice, however, shall not limit the liability of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Indemnified Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With Subject to Section 10.10(d), with respect to any Tax Claim for which might result in an indemnity payment Purchaser is the Tax Indemnified Party and for which Purchaser has not waived its rights to the indemnification for Taxes under this Agreement, Purchaser pursuant to Section 7.1(a), the Seller shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law Applicable Law permits such refund suits or contest such c▇▇▇est the Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest Claim in good faith.any permissible manner; (c) With respect The Sellers and each of their respective affiliates shall cooperate with Purchaser in contesting any Tax Claim, which cooperation shall include the retention and (on the Purchaser's request) the provision to the Purchaser of records and information reasonably relevant to such Tax Claim, and making employees reasonably available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) In no case shall Purchaser or the Companies or their subsidiaries or any of their respective officers, directors, employees, stockholders, agents, representatives or affiliates settle or otherwise compromise any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without the prior written consent of Sellers Representatives, which consent may not described in be unreasonably withheld. Neither party shall settle a Tax Claim relating solely to Taxes of the preceding paragraph Companies or any of their subsidiaries for a Straddle Period without the other party's prior written consent, which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphconsent may not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (athe "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") If a receives written notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim is received by a Tax Indemnified PartyClaim") with respect to such Taxes, such the Tax Indemnified Party shall promptly shall, as soon as commercially practicable, notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt If notice of a Tax Claim hereunder shall is not affect given to the Tax Indemnifying Party's obligation under Section 7.1Party as soon as commercially practicable, except the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to 9.6.2.2 The Tax Indemnifying Party shall compromise, defend or settle, at its own expense, any Tax Claim which might result and shall have the right to make all judgments and decisions in an indemnity payment to the Purchaser pursuant to Section 7.1(a)respect of such compromise, the Seller shall at its election control all audits and proceedings taken in connection with defense or settlement of such Tax Claim and, without Claim. Without limiting the foregoing, the Tax Indemnifying Party may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their sole discretion, may either pay the Tax Taxes claimed and ▇▇▇ sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner at ▇▇s own expense; provided, however, that (i) in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (cii) With respect to if any Tax Claim could reasonably be expected to have an adverse effect on (A) Purchaser, any Company, any Subsidiary or any of their Affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not described be settled or resolved without Purchaser's prior written consent, which consent shall not be unreasonably delayed or withheld or (B) Sellers or any of their Affiliates in any taxable period ending on or before the preceding paragraph Closing Date, the Tax Claim shall not be settled or resolved without Sellers' prior written consent, which might result consent shall not be unreasonably delayed or withheld. The Tax Indemnifying Party shall, as soon as commercially practicable, provide in writing and in reasonable detail the nature of such Tax Claims that could reasonably be expected to have an indemnity payment adverse effect on the Tax Indemnified Party. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Seller pursuant Tax Indemnifying Party of records and information which are reasonably relevant to Section 7.2such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Purchaser Tax Indemnified Party, any Company or Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall control all proceedings in accordance with provisions that are parallel settle a Tax Claim relating solely to those in Taxes of a Company or Subsidiary for a Straddle Period without the first preceding paragraphother party's prior written consent, which consent shall not be unreasonably delayed or withheld.

Procedures Relating to Indemnification of Tax Claims. (a) If a any taxing authority provides written notice of any Tax Claim is received by a claim, demand or circumstance which, if successful, might result in any indemnity payment pursuant to Section 10.5, the party seeking indemnification (the "Tax Indemnified Party, such Tax Indemnified Party ") shall promptly notify the other party (the "Tax Indemnifying Party Party") in writing of such claim (the "Tax Claim"). If notice of a Tax Claim ("Tax Notice") is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the such Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the such Tax Indemnifying Party of the nature of shall not be liable to the Tax Claim, and provide copies Indemnified Party or any of all correspondence and documents received by it from its affiliates to the relevant Taxing Authority in connection with or related to extent that such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim for any taxable period ending on or prior to the Closing Date which might result in an indemnity payment to the Purchaser Vail pursuant to Section 7.1(a)10.5, the Seller shall at Foods, within 30 days of receiving written notice of such Tax Claim, may in its election sole discretion elect to control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their its sole discretion and at their its sole expense pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner and in any forum permitted by law. In the event that Foods fails to provide Vail with written notice of Foods' election to contest such Tax Claim within such 30 day period, Foods shall forfeit any right to control the contest of such Tax Claim. If In no case shall Vail or Ralston settle or otherwise compromise any Tax Claim referred to in the Seller immediately preceding sentence without Foods' prior written consent, which consent shall not be unreasonably withheld. Vail, ▇▇▇▇▇▇▇ ▇▇▇ each of their affiliates shall cooperate with Foods in contesting any Tax Claim that Foods elects to control a contest pursuant to this Section 7.2contest, which cooperation shall include, without limitation, the Seller reasonable retention and (upon Foods' request) the provision to Foods of records and information which are reasonably relevant to such Tax Claim, for which Foods shall keep the Purchaser advised reimburse Vail and shall pursue such contest Rals▇▇▇ ▇▇▇ their out-of-pocket expenses incurred in good faithconnection therewith. (c) With The contest of any Tax Claim that relates to (i) taxable periods ending after the Closing Date and (ii) any Tax Claim that Foods does not elect to control pursuant to Section 10.7(b), shall be controlled by Vail, and Foods agrees and agrees to cause its affiliates to cooperate with Vail and its affiliates in pursuing such contest. (d) Notwithstanding the provisions of Section 10.7(b) above, with respect to any Tax Claim that Foods elects to control, Foods may not described in settle, compromise or otherwise dispose of the preceding paragraph which might result in an indemnity payment Tax Claim without first notifying Vail of Foods' proposal for settling, compromising or disposing of the Tax Claim; provided, however, that this Section 10.7(d) shall apply only if such settlement, compromise or other disposition could adversely affect the tax liability of Vail or Rals▇▇▇. ▇fter Foods has provided Vail with such written notice, Foods and Vail shall cooperate as to how the Tax Claim will be handled, answered, defended, compromised or settled, and Foods shall not settle, compromise or otherwise dispose of the Tax Claim until Foods and Vail have mutually agreed to the Seller pursuant to Section 7.2manner of such settlement, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphcompromise or disposition.

Procedures Relating to Indemnification of Tax Claims. (a1) If a notice of claim shall be made by any Tax Claim is received by a Tax Indemnified PartyTaxing Authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to any Purchaser Indemnitee pursuant to Section 7.01(a) or to any Seller Indemnitee under Section 5.05(d)(7), Purchaser or Principal Seller shall promptly notify the Tax Indemnifying Party other party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the other party within a reasonably sufficient period of time to allow the Tax Indemnifying Party other party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party other party of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , the other party shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except indemnified party to the extent that the Tax Indemnifying Party other party’s position is actually and materially prejudiced by such failure to give prompt noticeas a result thereof. (b2) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a7.01(a)(other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), the Principal Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their his sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their his sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Applicable Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.25.05(d)(7) (except to the extent governed by the next sentence of this Section 7.06(d)(2)), the Purchaser shall control all proceedings taken in accordance connection with provisions such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto. Principal Seller and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period and any claim regarding the recognition of gain under Section 1374 of the Code for which both parties may have an indemnification obligation; provided, however, that (A) each of Principal Seller and Purchaser, each with counsel of his or its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (B) neither Principal Seller nor Purchaser shall settle any such Tax Claim without prior written consent of the other party. (3) Purchaser and the Company shall cooperate with Principal Seller in contesting any Tax Claim for which Principal Seller may be liable under Section 7.01(a), which cooperation shall include, without limitation, the retention and (upon Principal Seller’s request) the provision to Principal Seller’ of records and information which are parallel reasonably relevant to those in such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall any Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the first preceding paragraphPrincipal Seller’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Sections 9.01, 9.02 or 10.03 hereof (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect (in whole or in part) to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period Claim. No failure or delay on the part of time the Tax Indemnified Party to allow give notice to the Tax Indemnifying Party effectively to participate in shall reduce or otherwise affect the contest obligations or to contest such Tax Claim, and in reasonable detail to apprise liabilities of the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related pursuant to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1this Agreement, except to the extent that the Tax Indemnifying Party is materially actually prejudiced by such failure to give prompt noticethereby. (b) With respect to any The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any Taxes for which might result it has an obligation to indemnify the Tax Indemnified Party pursuant to Sections 9.01, 9.02 or 10.03 hereof, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in an indemnity payment pursuing such contest. Notwithstanding anything to the Purchaser pursuant to Section 7.1(a)contrary contained in this Agreement, the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay (i) the Tax claimed Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and ▇▇▇ for a refund where applicable law permits such refund suits or contest events relating to such Tax Claim. If , (ii) the Seller elects Tax Indemnifying Party shall give to control the Tax Indemnified Party a contest pursuant copy of any Tax adjustments proposed in writing with respect to this Section 7.2such Tax Claim, and (iii) the Seller Tax Indemnified Party, at its own cost and expense and with its own counsel, shall keep have the Purchaser advised right to participate in (but not control) the applicable audit or examination and shall pursue defense of such contest in good faithTax Claim. (c) With respect to In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations for) any Tax Claim not described in without the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother Tax Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. If either Seller or Buyer receives a written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one of their respective affiliates (a) If a notice of any "Tax Claim"), the party receiving such Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment (other than those relating solely to the Purchaser pursuant to Section 7.1(aTaxes of any Company for a Straddle Period), the Seller indemnifying party shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax ClaimClaim in any permissible manner. If the Seller elects to control a contest pursuant to this Section 7.2The indemnifying party shall, the Seller shall keep the Purchaser advised and shall pursue such contest however, consider in good faith. faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (c) With respect it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, that in no case shall the indemnifying party settle or otherwise compromise any Tax Claim without the other party's prior written consent, which consent shall not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser be unreasonably withheld. Buyer shall control all proceedings taken in accordance connection with provisions any Tax Claim relating solely to Taxes of any Company for a Straddle Period. Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon request) the provision of records and information to the other party that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (ai) If a one party is responsible for the payment of Taxes pursuant to 7.2(a)(i) or Section 7.7(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim is received by a Tax Indemnified PartyClaim”) with respect to such Taxes, such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt If notice of a Tax Claim hereunder shall is not affect given to the Tax Indemnifying Party's obligation under Section 7.1, except the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Claim, the Seller shall Tax Indemnifying Party shall, at its election own expense, be entitled to assume and control all audits and proceedings taken in connection with such Tax Claim andClaim; provided, without limiting the foregoinghowever, may that Seller and Buyer shall jointly control all proceedings taken in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences connection with any Taxing Authority such Tax Claim if such Tax Claim relates to Taxes for which Buyer or the Companies are liable and Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all Tax Claims and shall provide copies of all written communications with respect theretoany Governmental Entity related to such Tax Claims and that the Tax Indemnified Party shall be entitled to participate, and mayat its own expense, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such any Tax Claim. If Despite the Seller elects forgoing, Buyer shall have the sole right at its expense, to control any Tax Claim relating to any Straddle Period, provided however that Seller shall be entitled to participate, at its own expense, in such Tax Claim and shall be entitled to all rights and information provided to a contest Tax Indemnified Party pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith7.7(b)(ii). (ciii) With respect The Tax Indemnified Party and each of its Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, executing powers of attorney to the extent necessary to effectuate the provisions of this Section and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) The Tax Indemnified Party shall not settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent. The Tax Indemnifying Party shall not described settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on Buyer in the preceding paragraph which might result in an indemnity payment a Post-Closing Tax Period. (v) The provisions of this Section 7.7(b) (and not Section 7.4) shall apply to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphTax Claims.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice claim for Taxes shall be made by any Taxing Authority in writing, which, if successful, could reasonably result in an indemnity payment pursuant to Section 6.1 hereof, the party seeking indemnification (the "Tax Indemnified Party") shall upon receipt thereof promptly notify the other party (the "Tax Indemnifying Party") in writing of any such claim (a "Tax Claim"). If the Tax Claim is received by a delivered to the party that would be the Tax Indemnified Party, Indemnifying Party for such Tax Indemnified Claim, the Tax Indemnifying Party shall promptly notify the Tax Indemnified Party, in writing, of the existence of such claim. If notice of a Tax Claim ("Tax Notice") is not given to the Tax Indemnifying Party in writing of such by the Tax Claim Indemni- fied Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise notify the Tax Indemnifying Party of the nature of the Tax Claim, taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect , the Tax Indemnifying Party's obligation under Section 7.1, except Party shall not be liable to the Tax Indemnified Party or any of its affiliates to the extent that the Tax Indemnifying Party Party's position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in Seller being obligated to make an indemnity payment to the Purchaser Buyer pursuant to Section 7.1(a)6.1(a) hereof (other than a Tax Claim relating to Taxes of the Company or any of its subsidiaries for a Straddle Period) or any Tax Claim involving Seller's Tax gain pursuant to the Election, the Seller shall at its election sole expense control all audits and proceedings taken in connection with such Tax Claim and(including, without limitation, selection of counsel) and without limiting the foregoing, may in their its sole discretion and at their its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax ClaimClaim in any permissible manner. If Buyer and the Company may participate in, but not control, all proceedings relating to such Tax Claim at their sole expense; PROVIDED, HOWEVER, that such participation shall not, under any circumstances, require the disclosure of any Tax Return relating to a Pre-Closing Tax Period of an affiliated, consolidated, combined or unitary group which includes a company other than the Company and any of its subsidiaries or any work papers relating thereto. In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent, which consent will not be unreasonably withheld. In no case shall Seller elects settle or otherwise compromise any Tax Claim referred to control above which could have an adverse effect which is material to the Company and any of its subsidiaries with respect to Taxes owed for any taxable period beginning after the Closing Date or post-Closing portion of a contest pursuant to this Section 7.2Straddle Period, without Buyer's prior written consent, which consent will not be unreasonably withheld. Buyer, the Company and their affiliates shall reasonably cooperate with Seller in contesting such Tax Claim, which cooperation shall keep include, without limitation, the Purchaser advised reasonable retention and shall pursue (upon Seller's request) the provision to Seller of copies of records and information which are reasonably relevant to such contest in good faithTax Claim, and making employees reasonably available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, all at Seller's expense. (c) With respect to The contest of any Tax Claim not described in that relates to Taxes of the preceding paragraph which might result in an indemnity payment Company or any of its subsidiaries for a Straddle Period shall be conducted and controlled jointly by Buyer and Seller, with either party having the option with the other party's consent of ceding the entire defense to the Seller pursuant other, and each party shall reasonably cooperate (which cooperation shall not, under any circumstances, require the disclosure of any Tax Return relating to Section 7.2a Pre-Closing Tax Period of an affiliated, consolidated, combined or unitary group which includes a company other than the Purchaser Company and its subsidiaries or any work papers relating thereto) and consult with the other party at its own expense and there shall control all proceedings in accordance be no settlement or closing or other agreement with provisions that are parallel to those in respect thereto without the first preceding paragraphconsent of the other party, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to ▇▇▇▇▇▇, one of its affiliates or any Tax Claim is received by a Tax Indemnified Partyof their respective officers, such Tax Indemnified Party directors, employees, stockholders, agents or representatives pursuant to Section 11.1(a)(ii), Buyer shall promptly notify the Tax Indemnifying Party Accel in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to Accel within a reasonably sufficient period of time to allow the Tax Indemnifying Party Accel to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Accel of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder Accel shall not affect the Tax Indemnifying Party's obligation under Section 7.1be liable to ▇▇▇▇▇▇, except any of its affiliates or any of their respective officers, directors employees, stockholders, agents or representatives to the extent that the Tax Indemnifying Party Accel's position is materially actually prejudiced by such failure to give prompt notice. (b) as a result thereof. With respect to any Tax Claim which might result in an indemnity payment (other than a Tax Claim relating solely to the Purchaser pursuant to Section 7.1(aTaxes of any Target Corporation for a Straddle Period), the Seller Accel shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, proceedings hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. However, ▇▇▇▇▇▇ can participate in any such Tax ClaimClaim at its own expense. If Accel cannot enter any settlement or compromise which affects the Seller elects to post-closing period without Lyndon's consent, which will not be unreasonably withheld. Accel and ▇▇▇▇▇▇ shall jointly control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest all proceedings taken in good faith. (c) With respect to connection with any Tax Claim relating solely to Taxes of any Target Corporation for a Straddle Period. In no case shall ▇▇▇▇▇▇, any of the Target Corporations or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Accel's prior written consent, which will not described in be unreasonably withheld. Neither party shall settle a Tax Claim relating solely to Taxes of any Target Corporations for a Straddle Period without the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphother party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim is made by any Tax Claim is received by a Tax Indemnified Partyauthority, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claimwhich, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimif successful, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Buyer or one of its affiliates under Section 7.1(a11(a), Buyer shall promptly notify Seller in writing of such claim (a "Tax Claim"). If notice of a Tax Claim ("Tax Notice") received by any of Buyer, the Company, or the Subsidiaries after the Closing Date is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, Seller shall at not be liable to Buyer or any of its election affiliates to the extent that Seller's position is actually prejudiced as a result thereof. Seller shall control all audits and proceedings proceedings, including selection of counsel, taken in connection with such any Tax Claim (except to the extent the Tax Claim relates to Taxes of the Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any Taxing Authority Tax authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law permits such refund suits su▇▇▇ (subject to Buyer's obligations, if any, with respect to such Taxes under Section 11(a) and Buyer's rights, if any, with respect to such refund under Section 12(c)) or contest the Tax Claim in any permissible manner. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim to the extent it relates to Taxes of any of the Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999. Each of Buyer, the Company, the Subsidiaries, and their respective affiliates shall cooperate with Seller in contesting any Tax Claim (with reimbursement by Seller of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of any such person incurred in connection therewith, except to the extent the Tax Claim relates to Taxes of any of the Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999), which cooperation shall include the retention and (upon Seller's request) the provision to Seller of records and information that are reasonably relevant to the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to the Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2In no case shall any of Buyer, the Seller shall keep Company, or the Purchaser advised and shall pursue such contest in good faith. (c) With Subsidiaries admit any liability with respect to to, or settle, compromise, or discharge, any Tax Claim without Seller's prior written consent, which shall not described in be unreasonably withheld. In no case shall Seller admit any liability with respect to, or settle, compromise or discharge, any Tax Claim relating to Taxes of any of the preceding paragraph Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999 without Buyer's prior written consent, which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphnot be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (ai) If a one party is responsible for the payment of Taxes pursuant to Section 6.16(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim relating to Taxes (a “Tax Claim is received by a Tax Indemnified PartyClaim”), such the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party such party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party such party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party’s position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (bii) With respect to any Tax Claim for which might result the Tax Indemnifying Party acknowledges in an indemnity payment to the Purchaser pursuant to writing its liability under this Section 7.1(a)6.16, the Seller Tax Indemnifying Party shall at its election assume and control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences proceedings with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that (A) Seller and Buyer shall jointly control at their own expense all proceedings taken in connection with any such Tax Claim. If , and shall not settle any such Tax Claim without the other party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) if such Tax Claim relates (1) to Taxes of any of the Acquired Subsidiaries for a Straddle Period or (2) to Taxes for which Buyer or its Affiliates is liable and to Taxes for which Seller elects or its Affiliates is liable, (B) if any Tax Claim reasonably could be expected to control a contest pursuant to this Section 7.2adversely affect (1) any of Buyer, the Seller Acquired Subsidiaries, or their Affiliates in any Post-Closing Tax Period, then the Tax Claim shall keep not be resolved, settled or compromised without Buyer’s consent, which consent will not be unreasonably withheld, conditioned or delayed or (2) any of Seller, the Purchaser advised Acquired Subsidiaries, the ADC Foreign Subsidiaries or their Affiliates in any Pre-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without Seller’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and (C) the Tax Indemnifying Party shall pursue such contest not be entitled to assume and control the proceedings taken in good faithconnection with a Tax Claim if, taking into account the maximum amount payable under the Tax Claim assuming it were adversely determined, the Tax Indemnifying Party is insolvent or subject to the jurisdiction of a court in a Title 11 or similar case. (ciii) With respect In the event that the Seller and Buyer cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes (including the purchase price allocation referred to in Section 3.5 hereof), such dispute shall be resolved by an internationally recognized accounting firm mutually agreeable to Seller and Buyer, whose decision shall be final and binding upon all Persons involved and whose expenses shall be shared equally by Seller and Buyer. (iv) Notwithstanding anything herein to the contrary, the parties agree that the “Current Deferred Tax Claim not described Liability” set forth on the Business Balance Sheet in the preceding paragraph which might result in an indemnity payment amount of $341,250 (as such amount is adjusted through the Closing Date) relating to the Seller pursuant potential payment of Malaysian withholding Taxes for accrued but unpaid services owing to Section 7.2a related party, to the Purchaser shall control extent all proceedings in accordance with provisions or any portion of such liability remains outstanding on the Closing Date Working Capital Statement, reflects the currently applicable withholding tax rate of ten percent (10%) under Malaysian law and neither party will make a claim for or seek indemnification from the other party to the extent that are parallel such withholding rate fluctuates above or below ten percent (10%) after the Closing Date but prior to those in the first preceding paragraphdate on which such withholding must be computed and remitted to the Malaysian authorities.

Procedures Relating to Indemnification of Tax Claims. (a) If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity payment pursuant to Section 8.1, the party receiving notice of any Tax Claim is received by a Tax Indemnified Partysuch audit, such Tax Indemnified Party investigation, similar proceeding or claim shall promptly notify the Tax Indemnifying Party other party in writing of such audit, investigation, similar proceeding or claim (a "Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax ClaimProceeding"); provided, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimhowever, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation indemnification obligations under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by 8.1 unless such failure to give prompt noticematerially prejudices the indemnifying party. (b) With respect to any Tax Claim Proceeding which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a8.1(a), the Seller shall at its election have the right to control all audits and proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole its reasonable discretion, either pay the Tax claimed and ▇▇▇ sue for a refund where applicable law Law permits such refund suits or contest ▇▇▇test the Tax Proceeding in any permissible manner. The Buyer shall be entitled to participate in all proceedings with respect to any such Tax Claim. If the Seller elects Proceeding (at its expense) and to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue employ counsel of its choice for such contest in good faithpurpose. (c) With respect to any Tax Claim not described in the preceding paragraph Proceeding which might result in an indemnity payment to the Seller pursuant to Section 7.28.1(b), the Purchaser Buyer shall have the right to control all proceedings taken in accordance connection with provisions that are parallel such Tax Proceeding (including selection of counsel) and, without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or ▇▇▇test the Tax Proceeding in any permissible manner. The Seller shall be entitled to those participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (d) The Seller and the Buyer shall each provide the other (and, in the first preceding paragraphcase of the Buyer, shall cause the Company or Company Subsidiaries, as appropriate, to provide the Seller) with copies of all material documents with respect to the aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and the Seller shall jointly control all proceedings taken in connection with (i) any Tax Proceeding relating solely to Taxes for a Straddle Period and (ii) any Tax Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise any Tax Proceeding without the other party's prior written consent (which consent may not be unreasonably withheld). (e) The Buyer, the Company and the Company Subsidiaries, on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Proceeding, which cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate.

Procedures Relating to Indemnification of Tax Claims. If either Seller or Buyer receives a written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one of their respective affiliates (a) If a notice of any "Tax Claim"), the party receiving such Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment (other than those relating solely to the Purchaser pursuant to Section 7.1(aTaxes of any Company for a Straddle Period), the Seller indemnifying party shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax ClaimClaim in any permissible manner. If The indemnifying party shall, however, consider in good faith the Seller elects advice of the indemnified party concerning the most appropriate forum in which to control a contest pursuant proceed and other related matters (it being understood, however, that all such decisions shall be left to this Section 7.2, the sole discretion of the indemnifying party). Buyer and Seller shall keep the Purchaser advised and shall pursue such contest jointly control all proceedings taken in good faith. (c) With respect to connection with any Tax Claim not described relating solely to Taxes of any Company for a Straddle Period except for proceedings relating to Taxes of an Affiliated Group, which shall be controlled by Seller. Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the preceding paragraph which might result in an indemnity payment retention and (upon request) the provision of records and information to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions other party that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim relating to Taxes shall be made against any Tax Claim is received by a indemnified party (the “Tax Indemnified Party”) by any Taxing Authority, such which, if successful, might result in an indemnity payment to any Tax Indemnified Party pursuant to Article X, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim within a reasonably sufficient period of time Claim”); provided, however, the failure to allow give such notice shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is has been materially prejudiced by as a result of such failure to give prompt noticefailure. (b) With respect to any Tax Claim for which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)Tax Indemnifying Party is solely responsible, the Seller Tax Indemnifying Party shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedingsProceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, the Tax Indemnifying Party shall not settle or otherwise compromise any Tax Claim that would have a material impact on the Tax Indemnified Party (disregarding any impact on the net operating losses or other tax attributes of the Company or any Company Subsidiary as of the Closing Date). In no case shall any Tax Indemnified Party settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, in the case of a Tax Claim relating to a Straddle Period, (i) neither party shall control the proceedings and each party shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim. If Claim and (ii) neither party shall settle any such Tax Claim without the Seller elects to control a contest pursuant to this Section 7.2, prior written consent of the Seller other (which consent shall keep the Purchaser advised and shall pursue such contest in good faithnot be unreasonably withheld). (c) With respect to Each party shall cooperate with the other party in contesting any Tax Claim not described in Claim, which cooperation shall include the preceding paragraph which might result in an indemnity payment retention and (upon the other party’s request) the provision to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions other party of Records and information that are parallel reasonably relevant to those in the first preceding paragraphsuch Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim for Taxes shall be made by any Tax Claim is received by a Tax Indemnified Partytaxing authority in writing, such Tax which, if successful, might result in an indemnity payment pursuant to SECTION 9.4, the Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such claim (a "TAX CLAIM"). If notice of a Tax Claim (a "TAX NOTICE") is not given to the Indemnifying Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise apprize the Tax Indemnifying Party of the nature of the Tax Claim, taking into account the facts and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection circumstances with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder , the Indemnifying Party shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except Indemnified Party or any of its affiliates to the extent that the Tax Indemnifying Party Party's position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser KNHC, KDC or any of their Affiliates pursuant to Section 7.1(aSECTION 9.4 (other than a Tax Claim relating to Taxes of KOC for a Straddle Period), and provided that KREG shall first have admitted its liability to KNHC, KDC or any of their Affiliates as the Seller case may be, KREG shall at its election control all audits and proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting limitation of the foregoing, may in their its sole discretion and at their its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. In no case shall KNHC, KDC or KOC settle or otherwise compromise any Tax Claim referred to in the preceding sentence without KREG's prior written consent. KNHC, KDC, KOC and their affiliates shall cooperate with KREG in contesting such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, which cooperation shall include, without limitation, the Seller shall keep reasonable retention and (upon KREG's request) the Purchaser advised provision to KREG of records and shall pursue information which are reasonably relevant to such contest in good faithTax Claim, and making employees reasonably available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, all at KREG's expense. (c) With respect to The contest of any Tax Claim that relates to Taxes of KOC for a Straddle Period shall be controlled by KDC (or, if required by law, KNHC) and KREG agrees, and agrees to cause its affiliates, to cooperate with KNHC, KDC (and their Affiliates) in pursuing such contest. KREG shall be kept informed of any such contest and shall have the right to participate, or have its legal counsel or advisors participate, at its expense. KDC shall not described settle any claim with any taxing authority with respect to taxes for a Straddle Period unless (i) KREG shall have agreed in writing to such settlement, such agreement not to be unreasonably withheld, and (ii) KREG and KDC shall have agreed on an apportionment of the preceding paragraph which might result proposed settlement liability amongst the Pre-Closing Tax Period and the portion of the Straddle Period commencing on the day after the Closing Date. To the extent KDC is represented in any discussions with any taxing authority with respect to taxes for a Straddle Period, such representatives shall owe an indemnity payment equal duty to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphboth KDC and KREG.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by a Tax Indemnified PartyBuyer or ----------------------------------------------------- Seller, such Tax Indemnified Party as the case may be, shall promptly notify the Tax Indemnifying Party other in writing of such the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authority which may affect the liability of the other party under this Section 11(a) (each, a "Tax Claim"). Such notice shall describe the --------- asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the other party within a reasonably sufficient period of time to allow the Tax Indemnifying Party other party to effectively to participate in the contest or to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party other party of the nature of the Tax ClaimClaim or if an indemnified party otherwise fails to follow the requirements of this Section 11(i), and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related other party shall not be liable to such Tax Claim. Failure party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives and the amount of any indemnity payment pursuant to give prompt notice of a Tax Claim hereunder Section 11(a) shall not affect the Tax Indemnifying Party's obligation under Section 7.1be reduced, except to the extent that the Tax Indemnifying Party other party is materially harmed or its position is actually prejudiced by such failure to give prompt notice. (b) as a result thereof. With respect to any Tax Claim which might result in an indemnity payment (other than a Tax Claim relating solely to Taxes of the Purchaser pursuant to Section 7.1(aCompany for a Straddle Period), at Seller's election (to be made not later than 10 business days following Seller's receipt of a notification from Buyer that (i) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxing authority), Seller shall at have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and to employ counsel of its election control all audits and proceedings taken in connection with such Tax Claim choice, and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Seller may settle any issues and take any other actions in its discretion in connection with such audit or proceedings, and the results of the exercise by Seller of such right shall be final and binding on Buyer and its affiliates. Buyer shall cooperate fully with Seller (including, but not limited to, by granting to Seller a power of attorney reasonably necessary to represent the Company in any such audit or proceeding and by causing the Company, at Seller's reasonable request, to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which Seller controls pursuant hereto), timely make available to Seller all data and other information reasonably requested by Seller in connection with such audit or proceedings and make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. If the Seller elects to and Buyer shall jointly control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest all proceedings taken in good faith. (c) With respect to connection with any Tax Claim not described in relating solely to Taxes of the preceding paragraph which might result in an indemnity payment Company for a Straddle Period. In no case shall Buyer, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other party's prior written consent; provided, -------- however, that if either party shall refuse to consent to any settlement that the ------- other party proposed to accept (a "Proposed Settlement"), then (A) the liability ------------------- with respect to the Seller pursuant subject matter of the Proposed Settlement of the party who proposed to Section 7.2, accept the Purchaser Proposed Settlement shall control be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall be responsible for all proceedings expenses incurred thereafter in accordance connection with provisions the contest of such Tax audit or proceeding except to the extent that are parallel the final settlement imposes less liability on the party who proposed to those in accept the first preceding paragraphProposed Settlement than the Proposed Settlement would have imposed.

Procedures Relating to Indemnification of Tax Claims. (ai) If a notice of claim shall be made by any Taxing Authority that, if successful, might result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02 or any voluntary contact with any Taxing Authority with respect to any Pre-Closing Tax Claim is received by Period (in either case, a “Tax Indemnified PartyClaim”), such Tax Indemnified Party the Purchasers shall promptly notify the Tax Indemnifying Party Sellers in writing of such Tax Claim within a reasonably sufficient period of time claim, provided that the Purchasers’ failure to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection comply with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder this provision shall not affect the Tax Indemnifying Party's obligation any Purchaser Indemnitee’s right to indemnification under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt noticethis Agreement. (bii) With respect to any Tax Claim which might result in an indemnity payment relating to Taxes of any of the Purchaser pursuant to Section 7.1(a)Companies or the Subsidiary for a Pre-Closing Tax Period, the Seller Sellers shall at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax ClaimClaim in any permissible manner. If Notwithstanding the Seller elects to control a contest pursuant to this Section 7.2foregoing, the Seller Sellers shall keep not be entitled to settle any Tax Claim that would adversely affect the Purchaser advised and liability of the Purchasers, the Companies or the Subsidiary for any Post-Closing Tax Period without the Purchasers’ prior written consent, which consent shall pursue such contest in good faithnot be unreasonably conditioned, withheld or delayed. (ciii) With respect to any Tax Claim not described relating to Taxes of any of the Companies or the Subsidiary solely for a Straddle Period, (A) each party may participate in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings taken in accordance connection with provisions such Tax Claim, at its expense, and (B) the proceedings taken in connection with such Tax Claim shall be controlled by that are parallel party 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 Tax periods. In no case shall any Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to those in Taxes of any of the first preceding paragraphCompanies or the Subsidiary for a Straddle Period without the other party’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim is made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to Buyer or Sellers under Section 10.01, the indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such claim (a "Tax Claim"). If notice of a Tax Claim ("Tax Notice") received by the indemnified party after the Closing Date is not given to the indemnifying party within a reasonably sufficient period of time to allow the Tax Indemnifying Party indemnifying party to effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder indemnifying party shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except indemnified party to the extent that the Tax Indemnifying Party indemnifying party's position is materially actually prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might as a result in an indemnity payment thereof. The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to the Purchaser pursuant to Section 7.1(a)indemnified party, the Seller shall at its election control all audits and proceedings taken in connection with such any Tax Claim (except as set forth below) and subject to the consent right of the indemnified party set forth in the next paragraph of this Section 10.7 and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of the indemnified party pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such the Tax Claim in any permissible manner so long as (i) the indemnifying party notifies the indemnified Party in writing within fifteen (15) days after the indemnified party has given notice of the Tax Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any adverse consequences the indemnified party may suffer from, arising out of, relating to, in the nature of, or caused by the Tax Claim, (ii) any proposed settlement of, or an adverse judgment with respect to, the Tax Claim will not establish a precedential custom or practice adverse to the continuing business interests of the Buyer or the Companies or otherwise have an adverse effect on a Tax position of the Buyer or the Companies for periods beginning on or after, or including, the Closing Date, and (iii) the indemnifying party conducts the defense of the Tax Claim actively and diligently. So long as the indemnifying party is conducting the defense of the Tax Claim in accordance with the preceding sentence, the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim. If In the Seller elects event that any of the conditions set forth above is or becomes unsatisfied, (i) the indemnified party may defend against, and consent to control a contest pursuant to this Section 7.2the entry of any judgment or enter into any settlement with respect to, the Seller Tax Claim in any manner it reasonably may deem appropriate, provided that the indemnified party will not consent to the entry of any judgment or enter into any settlement without the prior written consent of the indemnifying party, which consent shall keep not be unreasonably withheld or delayed, (ii) the Purchaser advised indemnifying party will reimburse the indemnified party promptly and periodically for the costs of defending against the Tax Claim (including reasonable attorney's fees and expenses), and (iii) the indemnifying party will remain responsible for any adverse consequences the indemnified party may suffer resulting from, arising out of, relating to, or caused by the Tax Claim. Notwithstanding the foregoing, the U.S. Sellers or ▇▇▇▇▇▇▇ shall pursue such contest control, at their sole expense, all proceedings relating to Income Taxes of the U.S. Sellers. Each of the indemnified party and the indemnifying party and their respective affiliates shall cooperate in good faith. (c) With respect to contesting any Tax Claim (with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not described compensation payments to or with respect to employees) of any indemnified party incurred in connection therewith), which cooperation shall include the retention and the provision of records and information that are reasonably relevant to the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to the Tax Claim. Except as set forth above, in no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not be unreasonably withheld or delayed; provided, that Sellers or ▇▇▇▇▇▇▇ may admit liability with respect to, or settle or compromise, any Tax Claim relating to Income Taxes of the U.S. Sellers without the consent of Buyer. If a Tax Claim includes Taxes for a Straddle Period, Sellers (if the claims for Taxes for which Sellers can reasonably be expected to be liable exceeds the claim for which Buyer can be expected to be liable) or otherwise Buyer (Sellers, on the one hand, or Buyer, on the other hand, the "Controlling Party") shall be entitled to conduct the defense of said Tax Claim. In such case, the other party (the "Non-Controlling Party") shall be entitled to participate fully (at its expense) in the preceding paragraph conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which might result in an indemnity payment to the Seller pursuant to Section 7.2consent shall not be unreasonably withheld, the Purchaser shall control all proceedings in accordance with provisions taking into account for this purpose any precedential custom or practice that are parallel to those in the first preceding paragraphmay be established).

Procedures Relating to Indemnification of Tax Claims. (ai) With respect to any Actions relating to Taxes, the Indemnifying Party shall, at its own expense, assume control of the defense of any Action for which an indemnity for Losses relating to Taxes (a “Tax Claim”) is sought. If the Indemnifying Party assumes control of such defense, the Indemnifying Party shall (A) notify the Indemnified Party of significant developments with respect to such Tax Claim and keep the Indemnified Party reasonably informed, (B) consult with the Indemnified Party with respect to any issue that reasonably could be expected to have an adverse effect on the Indemnified Party or any of its Affiliates and (C) give the Indemnified Party a notice copy of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party adjustment proposed in writing of with respect to such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all any other material correspondence and documents received by it from with the relevant Taxing Governmental Authority in connection with or related respect to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder The Indemnifying Party shall not affect the pay or compromise any Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With Liability asserted with respect to any Tax Claim for any indemnifiable Tax without the prior written consent of the Indemnified Party, which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a)consent shall not be unreasonably withheld, the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue delayed or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faithconditioned. (cii) With Subject to Section 6.04(c)(i) above, with respect to any Tax Claim not described in for any Straddle Period, Buyer or its Affiliate shall control the preceding paragraph which might result in defense of such Tax Claim; provided that Buyer or its Affiliate shall (A) notify Seller or the applicable Seller Company of significant developments with respect to such Tax Claim and keep Seller or the applicable Seller Company reasonably informed; (B) consult with Seller or the applicable Seller Company with respect to any issue that reasonably could be expected to have an adverse effect on Seller or the applicable Seller Company (including by giving rise to an indemnity payment obligation of Seller or the applicable Seller Company) and (C) give Seller or the applicable Seller Company a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondence with the relevant Governmental Authority with respect to such Tax Claim. Buyer shall not pay or compromise any Tax Liability asserted with respect to any Tax Claim for any Straddle Period, without the prior written consent of Seller pursuant or the applicable Seller Company, which consent shall not be unreasonably withheld, delayed or conditioned. (iii) To the extent this Section 6.15(c) conflicts with Article VIII with respect to a Tax matter, this Section 7.2, the Purchaser 6.15(c) shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraphcontrol.

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of claim is made by any Tax Claim is received by a Tax Indemnified Partytaxing authority, such Tax Indemnified Party which, if successful, might result in an indemnity payment to Buyer or Seller under Section 11(a), 11(b)(iii) or 11(c)(vi), the indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim (“Tax Notice”) received by the indemnified party after the Closing Date is not given to the indemnifying party within a reasonably sufficient period of time to allow the Tax Indemnifying Party indemnifying party to effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder indemnifying party shall not affect be liable to the Tax Indemnifying Party's obligation under Section 7.1, except indemnified party to the extent that the Tax Indemnifying Party indemnifying party’s position is materially actually prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might as a result in an indemnity payment thereof. The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to the Purchaser pursuant to Section 7.1(a)indemnified party, the Seller shall at its election control all audits and proceedings taken in connection with such any Tax Claim (except to the extent the Tax Claim relates to Taxes of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date) and, without limiting the foregoing, may in their its sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any Taxing Authority taxing authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and ▇s▇▇ for a refund where applicable law permits such refund suits or contest such the Tax Claim in any permissible manner. Notwithstanding the foregoing, Seller shall control, at its sole expense, all proceedings relating to the final Income Tax Returns including the Company and the Subsidiaries for periods ending on or before the Closing Date. The indemnified party and the indemnifying party shall jointly control all proceedings taken in connection with any Tax Claim to the extent it relates to Taxes of any of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date. Each of the indemnified party and the indemnifying party and their respective affiliates shall cooperate in contesting any Tax Claim (with reimbursement by the indemnifying party of reasonable out–of–pocket expenses (but not compensation payments to or with respect to employees) of any indemnified party incurred in connection therewith, except to the extent the Tax Claim relates to Taxes of any of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date), which cooperation shall include the retention and the provision of records and information that are reasonably relevant to the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to the Tax Claim. If In no case shall the Seller elects to control a contest pursuant to this Section 7.2indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not described in be unreasonably withheld; provided, that Seller may admit liability with respect to, or settle, compromise or discharge any Tax Claim relating to Income Taxes of the preceding paragraph which might result in an indemnity payment to Company or the Seller pursuant to Section 7.2, Subsidiaries for the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Pre-Closing Tax Period excluding the first preceding paragraphClosing Date without the consent of Buyer.

Procedures Relating to Indemnification of Tax Claims. (a) If If, after the Closing Date, an audit, investigation, discussion with any taxing authority or similar proceeding with respect to Tax matters (the "TAX PROCEEDING") shall have previously been initiated, shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity pursuant to Section 8.02, the party receiving notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party Proceeding shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax ClaimProceeding; provided, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claimhowever, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure that failure to give prompt such notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation indemnification obligations under Section 7.18.02, except to the extent that the Tax Indemnifying Party is materially prejudiced by unless such failure to give prompt noticematerially prejudices the indemnifying party. (b) With respect to any Tax Claim Proceeding which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a8.02(a), after the Seller Closing Date Purchaser shall at its election have the right to control all audits and proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in their sole discretion and at their sole expense with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their sole its reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law Law permits such refund suits or contest such the Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest Proceeding in good faithany permissible manner. (c) With respect to any Tax Claim not described in the preceding paragraph Proceeding which might result in an indemnity payment to the Seller pursuant to Section 7.28.02(b), the Purchaser Seller shall have the right to control all proceedings taken in accordance connection with provisions such Tax Proceeding (including selection of counsel) and, without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Proceeding in any permissible manner. (d) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(a) or Section 8.02(b) (a "JOINT TAX PROCEEDING"), after the Closing Date Purchaser and Seller shall jointly control, and each shall have the right to participate in all activities and strategic decisions with respect to such Joint Tax Proceedings at their own expense. There shall be no settlement or closing or other agreement with respect to a Joint Tax Proceeding without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that are parallel if either party shall refuse to those consent to any settlement, closing or other agreement that the other party proposed to accept (a "PROPOSED SETTLEMENT"), then (a) the liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been to that party if the Proposed Settlement has been accepted, and (b) the other party shall be responsible for all expenses incurred thereafter in connection with the first preceding paragraphcontest of such Joint Tax Proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed, in which case such party shall be responsible for a portion of such expenses equal to the lesser of (i) 50% of such expenses and (ii) the amount by which the liability imposed on such party by the final settlement is less than that which would have been imposed by the Proposed Settlement. Either Purchaser or Seller may assume sole control of any Joint Tax Proceeding if it acknowledges in writing that it has sole responsibility for any Tax liabilities that might arise in such Joint Tax Proceeding. (e) Notwithstanding the foregoing, with respect to a Tax Proceeding which relates to the basis of Seller's assets for Dutch corporate income tax purposes as set forth on the Opening Tax Balance Sheet, following the date of this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and all strategic decisions of and relating to such Tax Proceedings prior to undertaking such activities or strategic decisions and shall take account of, reflect, or implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in this Section 8.03(e) shall limit or modify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the matters described in this section.

Procedures Relating to Indemnification of Tax Claims. If any taxing authority shall notify a party hereto that it is making a claim which, if successful, might result in an indemnity payment by Newco to an Indemnified Management Stockholder pursuant to subsection B.4(a) (aa "Tax Claim"), then such party shall give notice to Newco (or, if such party is Newco, Newco shall give notice to each Management Stockholder) If a notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period five days of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party becoming aware of the nature existence of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder Newco shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall thereafter control at its election control sole risk and expense all audits proceedings and proceedings may make all decisions taken in connection with such Tax Claim (including selection of counsel and settlement thereof) and, without limiting the foregoing, may in their its sole discretion and at their its sole risk and expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed on behalf of the relevant Indemnified Management Stockholder and sue ▇▇▇ for a refund where applicable law permits such refund suits or contest or settle such Tax Claim. If Claim in any other permissible manner; provided, however, that (i) Newco shall not have the Seller elects authority to control a contest pursuant to this Section 7.2, extend the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With statute of limitations with respect to any Tax without the relevant Indemnified Management Stockholder's consent (which consent shall not be unreasonably withheld) and (ii) Newco's control of any contest or proceeding shall be limited to issues with respect to the Tax Claim not and the relevant Indemnified Management Stockholder shall be entitled to settle or contest, in his or her sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. If Newco elects to pay the relevant Tax on behalf of an Indemnified Management Stockholder and sue ▇▇▇ a refund, Newco shall indemnify and hold harmless the Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in subsection B.4(a)) for any "taxes" (as defined in subsection B.4(d)(iii)) arising from such payment on such Indemnified Management Stockholder's behalf. In addition, Newco shall indemnify and hold harmless the preceding paragraph which might result Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in an indemnity a manner analogous to that described in subsection B.4(a)) for any taxes arising from the payment of expenses by Newco incident to the Seller pursuant to Section 7.2such contest or proceeding of such Tax Claim (including without limitation fees and disbursements of counsel and experts retained by Newco. If a claim by a taxing authority involves multiple issues, the Purchaser contest of some of which are controlled by Newco hereunder, and the contest of others of which are controlled by an Indemnified Management Stockholder hereunder, and it is impossible to sever such issues, the choice of whether to pay the taxes relating to such multiple issues and sue ▇▇▇ a refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax Court), shall control all proceedings in accordance with provisions that are parallel to those in be made by the first preceding paragraphparty (Newco or the Indemnified Management Stockholder) controlling the contest of the issues involving the larger potential liability for taxes.